ASTRON CONNECT INC.

8303 – 4888 Vanguard Road
Richmond, British Columbia, V6X 2P8, Canada
Phone: +1 (604) 620-2092

FILING STATEMENT

Dated as at May 14, 2026

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the Transaction described in this Filing Statement.

Page

GLOSSARY OF TERMS... - 5 -
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ... - 13 -
INFORMATION OF ASTRON CONNECT INC... - 15 -
INFORMATION OF INNOLINK NETWORK LTD... - 15 -
DOCUMENTS INCORPORATED BY REFERENCE ... - 15 -
DATE OF INFORMATION ... - 15 -
CURRENCY... - 15 -

SUMMARY ... - 16 -
Astron Connect Inc... - 16 -
Innolink Network Inc... - 16 -
The Transaction... - 17 -
Concurrent Financing... - 17 -
Directors and Officers of the Resulting Issuer ... - 18 -
Arm’s Length Transaction ... - 18 -
Interests of Insiders ... - 18 -
Estimated Funds Available ... - 19 -
Principal Purposes... - 20 -
Selected Pro-Forma Consolidated Financial Information ... - 21 -
Stock Exchange Listing ... - 21 -
Sponsorship for the Transaction ... - 21 -
Conflicts of Interest... - 21 -
Interests of Experts ... - 22 -
Summary of Risk Factors... - 22 -
Conditional Listing Approval ... - 23 -

RISK FACTORS... - 24 -
Risk Factors Relating to the Transaction ... - 24 -
Risk Factors Relating to the Resulting Issuer’s Operations ... - 25 -
Litigation ... - 28 -
Risk Factors Relating to the General Economic, Political and Environmental
Conditions ... - 30 -

INFORMATION CONCERNING ASTRON CONNECT INC. ... - 31 -
Corporate Structure ... - 31 -
General Development of the Business ... - 31 -

Selected Consolidated Financial Information and Management’s Discussion and Analysis - 34 -
Management’s Discussion and Analysis - 34 -
Description of the Securities - 35 -
Prior Sales - 44 -
Stock Exchange Price - 44 -
Arm’s Length Transaction - 45 -
Legal Proceedings - 45 -
Auditor, Transfer Agent and Registrar - 45 -
Material Contracts - 45 -

INFORMATION CONCERNING INNOLINK NETWORK LTD. - 47 -

Corporate Structure - 47 -
General Development of the Business - 47 -
Narrative Description of the Business - 48 -
Selected Consolidated Financial Information and Management’s Discussion and Analysis - 53 -
Trends - 54 -
Description of the Innolink Shares - 54 -
Consolidated Capitalization - 56 -
Prior Sales - 57 -
Stock Exchange Price - 57 -
Executive Compensation - 57 -
Management Contracts - 57 -
Indebtedness of Officers and Directors - 57 -
Non Arms’ Length Party Transactions - 58 -
Legal Proceedings - 58 -
Auditors - 58 -
Material Contracts - 58 -

INFORMATION CONCERNING THE RESULTING ISSUER - 59 -

Corporate Structure - 59 -
Narrative Description of the Business - 59 -
Stated Business Objectives - 60 -
Description of the Securities - 61 -
Pro Forma Consolidated Capitalization - 61 -
Fully Diluted Share Capital - 62 -
Available Funds and Principal Purposes - 62 -
Principal Securityholders - 64 -
Directors, Officers and Promoters - 64 -
Management - 65 -
Corporate Cease Trade Orders or Bankruptcies - 67 -
Penalties or Sanctions - 67 -
Personal Bankruptcies - 67 -

Conflicts of Interest... - 68 -
Other Reporting Issuer Experience... - 68 -
Executive Compensation... - 69 -
Indebtedness of Directors and Officers... - 69 -
Investor Relations Arrangements... - 70 -
Resulting Issuer Omnibus Plan... - 70 -
Escrowed Securities... - 79 -
Auditor, Transfer Agent and Registrar... - 80 -

GENERAL MATTERS... - 81 -
Sponsorship... - 81 -
Experts... - 81 -
Other Material Facts... - 81 -
Board Approval... - 81 -

SCHEDULE "A"... - 82 -
SCHEDULE "B"... - 83 -
SCHEDULE "C"... - 84 -
SCHEDULE "D"... - 85 -
SCHEDULE "E"... - 86 -
SCHEDULE "F"... - 87 -
CERTIFICATE OF THE ISSUER... - 88 -
CERTIFICATE OF THE TARGET... - 89 -
ACKNOWLEDGMENT – PERSONAL INFORMATION... - 90 -

SCHEDULES

Schedule "A" - Astron Financial Statements A-1
Schedule "B" - MD&A of Astron B-1
Schedule "C" - Innolink Financial Statements C-1
Schedule "D" - MD&A of Innolink D-1
Schedule "E" - Pro Forma Financial Statements E-1
Schedule "F" - Astron Option Plan F-1

GLOSSARY OF TERMS

The following is a glossary of certain defined terms used throughout this Filing Statement. This is not an exhaustive list of defined terms used in this Filing Statement and additional terms are defined throughout. Terms and abbreviations used in the financial statements and MD&A of Astron and Innolink and in the pro forma consolidated financial statements of the Resulting Issuer are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa, and words importing any gender include all genders.

"Affiliate" means a company that is affiliated with another company as described below.

A company is an "Affiliate" of another company if:

(a) one of them is the subsidiary of the other, or
(b) each of them is controlled by the same Person.

A company is "controlled" by a Person if:

(a) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person, and
(b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company.

A Person beneficially owns securities that are beneficially owned by:

(a) a company controlled by that Person, or
(b) an Affiliate of that Person or an Affiliate of any company controlled by that Person;

"Applicable Securities Laws" means the securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders having the force of law, in force from time to time in any applicable jurisdiction, including without limitation, the Provinces of British Columbia and Alberta;

"Associate" when used to indicate a relationship with any Person, means: (a) an issuer of which that Person beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all outstanding securities of the issuer, (b) a partner, other than a limited partner, of that Person, (c) a trust or estate in which that Person has a substantial beneficial interest or for which that Person serves as trustee or in a similar capacity, or (d) a relative, including the spouse of that Person or a relative of that Person's spouse, if the relative has the same home as that Person, but where the TSXV determines that two Persons shall, or shall not, be deemed to be Associates with respect to a member firm, member corporation or holding company of a member corporation, then such determination shall be determinative of their relationships in the application of Rule D.100 of the TSX Venture Exchange Rule Book and Policies with respect to that member firm, member corporation or holding company;

"Astron" means Astron Connect Inc., a company incorporated under the laws of the Province of British Columbia, which is the "Issuer" as defined in TSXV Policy 1.1 – Interpretation of the TSXV Corporate Finance Manual;

"Astron Board" means the board of directors of Astron, as constituted from time to time;

"Astron Financial Statements" means, collectively, the audited annual financial statements of Astron for the fiscal years ended September 30, 2025 and September 30, 2024, and the interim financial statements of Astron for the three months ended December 31, 2025, which are attached as Schedule "A" to this Filing Statement;

"Astron Option Plan" means Astron's equity incentive plan, which was approved at the annual general and special meeting of Astron Shareholders on December 29, 2025;

"Astron Options" means the stock options granted pursuant to the Astron Option Plan;

"Astron Shares" means common shares in the capital of Astron;

"Astron Shareholders" mean the holders of Astron Shares from time to time;

"Astron Shareholder Resolution" means, if requested by the TSXV, the resolution of Astron Shareholders approving the Transaction;

"Astron Units" means the units issued in connection with the Concurrent Financing which consist of one Astron Share and one Astron Warrant, issued at a price of $0.05 per Astron Unit;

"Astron Warrants" means the warrants issued in connection with the Concurrent Financing which are exercisable into one additional Astron Share at a price of $0.05 per Astron Share for a period of three (3) years;

"BCBCA" means the Business Corporations Act (British Columbia) and the regulations thereunder, as amended from time to time;

"BCSC" means the British Columbia Securities Commission;

"CEO" means an individual who acted as chief executive officer of a company, or an individual who acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of a company, or an individual who acted in a similar capacity, for any part of the most recently completed financial year;

"Closing" means the closing of the Transaction;

"Closing Date" means the date of closing of the Transaction pursuant to the terms and conditions of the Share Exchange Agreement, or such other date as the Parties may mutually agree;

"Concurrent Financing" means the non-brokered private placement of 47,800,000 Subscription Receipts at a price of $0.05 per Unit to raise gross proceeds of $2,390,000;

"Consideration Shares" means the 75,000,000 Astron Shares to be issued to the Innolink Shareholders pursuant to the Share Exchange Agreement;

"Control Person" has the meaning ascribed to such term in TSXV Policy 1.1 – Interpretation;

"COO" means Chief Operating Officer;

"CPC" means capital pool company;

"CSE" means the Canadian Securities Exchange;

"DSUs" or "Deferred Share Units" means deferred share units of the Resulting Issuer;

"Eligible Person" has the meaning ascribed to such term in the Resulting Issuer Omnibus Plan;

"Escrow Securities" means the Resulting Issuer Shares to be deposited into escrow pursuant to the Escrow Agreement;

"Escrow Agreement" means the escrow agreement in Form 5D – Escrow Agreement to be entered into by and among the Transfer Agent or an alternate transfer agent as approved by the Resulting Issuer and the TSXV, the Resulting Issuer and the Principals of the Resulting Issuer;

"Escrow Release Condition" means the following condition: other than the release of the proceeds of the Concurrent Financing and any applicable interest, all of the conditions to the completion of the Transaction has been satisfied or waived in a manner satisfactory to Astron;

"Escrowed Funds" means the gross proceeds from the Concurrent Financing, together with all interest and other income earned thereon;

"Filing Statement" means this filing statement dated May 14, 2026, together with all schedules attached hereto;

"Final Exchange Bulletin" means the final bulletin of the TSXV following closing of the Transaction which evidences the final acceptance of the TSXV for the Transaction;

"Governmental Entity" means any applicable (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, crown corporation, ministry, official, minister, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board or authority of any of the foregoing; (c) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) stock exchange, including the TSXV, dispute settlement panel or body or other law, rule or regulation-making entity having jurisdiction;

"Grant Date" has the meaning ascribed to it under "Information Concerning Astron Connect Inc. – Types of Awards – Astron Options";

"IFRS" means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as amended from time to time;

"Innolink" means Innolink Network Ltd., a technology company incorporated under the laws of the Province of British Columbia;

"Innolink Assets" means those assets of Innolink set out in the Innolink Disclosure Letter, and includes the Innolink Intellectual Property Rights;

"Innolink Board" means the board of directors of Innolink, as constituted from time to time;

"Innolink Class “A” Shares" means the class “A” shares in the capital of Innolink;

"Innolink Class “B” Shares" means the Class “B” preferred shares in the capital of Innolink;

"Innolink Class “C” Shares" means the Class “C” preferred shares in the capital of Innolink;

"Innolink Class “D” Shares" means the Class “D” preferred shares in the capital of Innolink;

"Innolink Disclosure Letter" means the disclosure letter executed by Innolink and delivered to Astron on the date of execution of the Share Exchange Agreement;

"Innolink Financial Statements" means the consolidated audited annual financial statements of Innolink for the year ended June 30, 2025 and for the period commencing on June 16, 2023 (incorporation) to June 30, 2024, and the notes thereto and the interim financial statements of Innolink for the six months ended December 31, 2025, which are attached as Schedule “C” to this Filing Statement;

"Innolink Shareholder Loan" has the meaning ascribed to it under "Information Concerning Astron Connect Inc. – General Development of the Business – Description of the Transaction";

"Innolink Intellectual Property Rights" means the rights, title and interests in and to the Intellectual Property;

"Innolink Shares" means the Innolink Class "A" Shares, the Innolink Class "B" Shares, the Innolink Class "C" Shares and the Innolink Class "D" Shares;

"Innolink Resolution" means the written resolution of the Innolink Shareholders approving the Transaction and the Share Exchange Agreement;

"Innolink Shareholder Approval" means the Innolink Resolution signed by Innolink Shareholders;

"Innolink Shareholders" means, at any time, the holders of Innolink Class "A" Shares, the Innolink Class "B" Shares, the Innolink Class "C" Shares and the Innolink Class "D" Shares;

"Insider" if used in relation to an issuer, means:

(a) a director or senior officer of the issuer,

(b) a director or senior officer of a company that is an Insider or subsidiary of the issuer,

(c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer, or

(d) the issuer itself if it holds any of its own securities;

“Intellectual Property” means domestic and foreign: (a) patents, applications for patents and reissues, divisions, continuations, renewals, extensions, and continuations-in-part of patents and patent applications; (b) proprietary and non-proprietary business information, including inventions, improvements, trade secrets, know-how, methods, processes, designs, technology, technical data, software, applications, source code and documentation relating to any of the foregoing; (c) trade-marks (both registered and unregistered), trade names, business names, corporate names, domain names, website names and website addresses, trade dress and logos, and the goodwill associated with any of the foregoing; (d) copyrights, copyright registrations and applications for copyright registrations; and (e) any other proprietary information or intellectual property;

“LOI” means the revised letter of intent between Innolink and Astron, dated September 12, 2025;

“Material Adverse Change” means any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect on Astron or any Innolink, as applicable;

“Material Adverse Effect” means any change, effect, event, occurrence or state of facts that, individually or in the aggregate, with other such changes, effects, events, occurrences or states of facts, is or would reasonably be expected to be material and adverse to the business, properties, assets, capitalizations, rights, liabilities or prospects, contractual or otherwise, operations, results of operations or financial condition of Astron or Innolink, as applicable, except any change, effect, event, occurrence or state of facts resulting from or relating to:

(a) the announcement of the execution of this Agreement or any transactions contemplated herein, or communication by the applicable Party of its plans or intentions with respect to the other Party;

(b) changes in the Canadian economies in general or Canadian capital or currency markets in general;

(c) the threat, commencement, occurrence or continuation of any war, armed hostilities, acts of environmental groups, civil strife, or acts of terrorism;

(d) any change in applicable Laws or in the interpretation thereof by any Governmental Entity;

(e) any change in IFRS;

(f) any natural disaster;

(g) any change relating to foreign currency exchange rates; or

(h) changes affecting the Party’s industry generally,

provided that, in the case of any changes referred to in clauses (b) to (h) above, such changes do not have a materially disproportionate effect on the applicable Party relative to comparable companies;

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"Material Change" and "Material Fact" have the meanings ascribed thereto under the Applicable Securities Laws;

"MD&A" means a company's management's discussion and analysis in Form 51-102F1;

"Named Executive Officers" or "NEO" means, in relation to a company, each of the following individuals:

(a) a CEO,

(b) a CFO,

(c) each of the three most highly compensated executive officers of the company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6, for that financial year, and

(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year;

"Party" means, as the context requires, either Innolink, Astron or the Innolink Shareholders and "Parties" means two or more of them, as applicable;

"Participant" has the meaning ascribed to such term in the Resulting Issuer Omnibus Plan;

"Performance-Based Awards" means, collectively, RSUs, PSUs, and/or DSUs;

"Person" means any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

"Policy 2.2" means TSXV Policy 2.2 – Sponsorship and Sponsorship Requirements;

"Policy 5.2" means TSXV Policy 5.2 – Changes of Business and Reverse Takeovers;

"Policy 5.9" means TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions;

"Principal" means: (a) a Person who acted as a promoter of an issuer within two years before the initial public offering prospectus or final TSXV bulletin; (b) a director or senior officer of an issuer or any of its material operating subsidiaries at the time of the initial public offering prospectus or final TSXV bulletin; (c) a Person that holds securities carrying more than twenty (20%) percent of the voting rights attached to an issuer's outstanding securities immediately before and immediately after an issuer's initial public offering or immediately after the final TSXV bulletin for non-initial public offering transactions; and (d) a Person that: (i) holds securities carrying more than 10% of the voting rights attached to an issuer's outstanding securities immediately before and immediately after the issuer's initial public offering or immediately after the final TSXV bulletin for non-initial public offering transactions; and (ii) has elected or

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appointed, or has the right to elect or appoint, one or more directors or senior officers of the issuer or any of its material operating subsidiaries;

"Pro Forma Financial Statements" means the unaudited pro forma financial statements for the Resulting Issuer as at December 31, 2025 to give effect to the Transaction as if it had taken place as of December 31, 2025 which are attached as Schedule "E" to this Filing Statement;

"PSUs" or "Performance Share Units" means performance share units of the Resulting Issuer;

"Qualifying Transaction" has the meaning ascribed to such term in TSXV Policy 2.4;

"Redemption Price" has the meaning ascribed to it under "Information Concerning Innolink Network Ltd. – Description of the Innolink Shares – Redemption of all Innolink Shares";

"Registrar" means the registrar appointed under section 400 of the BCBCA;

"Related Party Transaction" has the meaning ascribed to such term in Policy 5.9, and includes a related party transaction that is determined by the TSXV to be a Related Party Transaction;

"Resulting Issuer" means Astron following the date of issuance of the Final Exchange Bulletin;

"Resulting Issuer Board" means the board of directors of the Resulting Issuer;

"Resulting Issuer Omnibus Plan" means the Astron Option Plan;

"Resulting Issuer Shares" means the common shares in the capital of the Resulting Issuer following the date of issuance of the Final Exchange Bulletin;

"Reverse Takeover" has the meaning ascribed to such term in TSXV Policy 5.2;

"RSUs" or "Restricted Share Units" means restricted share units of the Resulting Issuer;

"SEDAR+" means the System for Electronic Document Analysis and Retrieval;

"Security-Based Compensation Arrangements" has the meaning ascribed to such term in the Resulting Issuer Omnibus Plan;

"Securities Act" means the Securities Act (British Columbia), as amended, including the regulations promulgated thereunder;

"Share Exchange Agreement" means the share exchange agreement dated October 27, 2025 amongst Astron, Innolink and the Innolink Shareholders;

"Subscription Receipt" means the subscription receipts in connection with the Concurrent Financing;

"Tax" and "Taxes" means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, gains, production, gifts, wealth, net worth, utility, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes,

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consumption taxes, business taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, employer health, payroll taxes, employment taxes, Canada Pension Plan contributions, excise, severance, education, social security, social services, workers' compensation, employment insurance, health insurance and Canada, Quebec and other government pension plan premium or contributions or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, harmonized sales, customs duties or other taxes, fees, imports, exports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, fines, additional taxes and additions to tax imposed with respect to the foregoing;

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

"Transaction" means, collectively: (a) the Share Exchange Agreement, (b) the Concurrent Financing, and (c) all other transactions contemplated by the Share Exchange Agreement, as applicable;

"Transfer Agent" means TSX Trust Company, the proposed registrar and transfer agent of the Resulting Issuer;

"TSXV" means the TSX Venture Exchange Inc.; and

"United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Filing Statement contains forward-looking statements and forward-looking information (collectively referred to as "forward-looking information"). The use of any of the words "expect", "anticipate", "ongoing", "may", "will", "potential" and similar expressions are intended to identify forward-looking information. Forward-looking information presented in such statements or disclosures may, among other things, relate to: (i) the anticipated benefits from the Transaction; (ii) the expected completion and implementation date of the Transaction and the Concurrent Financing; (iii) certain operational and financial information; (iv) the nature of the Resulting Issuer's operations following the Transaction; (v) the Resulting Issuer's business outlook following the Transaction; (vi) plans and objectives of management for future operations; and (vii) anticipated operational and financial performance.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Astron and Innolink, including information obtained from third party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this Filing Statement in connection with the statements or disclosure containing the forward-looking information. Investors are cautioned that the following list of material factors and assumptions is not exhaustive. Forward-looking information in this Filing Statement is based on the current beliefs of management of Astron and Innolink, as well as assumptions made by, and information currently available to, Astron and Innolink, as applicable, regarding, among other things:

the approval of the Transaction by the Astron Shareholders, if applicable;
the approval of the Transaction by the Innolink Shareholders;
satisfaction of the other conditions to the completion of the Transaction, including the receipt of final approval from the TSXV;
the completion of the Transaction and related matters;
the listing of the Resulting Issuer Shares on the TSXV;
the success of the operations of the Resulting Issuer;
Astron, Innolink and the Resulting Issuer's ability to obtain all required approvals in connection with the Transaction;
the impact of competition and the competitive response to the Resulting Issuer's business strategy;
the timing and amount of capital and other expenditures;
the conditions in financial markets and the economy generally; and
the ability of the Resulting Issuer to obtain additional financing on satisfactory terms or at all;

no material changes in the legislative and regulatory environments relating to the industry in the jurisdictions where the Parties currently, or will carry on, business or have operations;
no Material Adverse Changes in the business of the Parties; and
no significant event occurring outside the ordinary course of business of the Parties, such as a natural disaster, pandemic, or other calamity.

The actual results, performance or achievements of the Resulting Issuer could differ materially from those anticipated in the forward-looking information contained in this Filing Statement as a result of the risk factors set forth below and under the heading "Risk Factors", including, but not limited to:

the failure of Astron and Innolink to complete the Transaction in all material respects in accordance with the Share Exchange Agreement or at all;
the failure of Astron to complete the Concurrent Financing;
the failure of the Resulting Issuer to realize the anticipated benefits of the Transaction;
Innolink's limited operating history upon which an evaluation of Innolink and its prospects can be based;
changes in applicable legislation and regulatory requirements;
the failure of the Resulting Issuer to operate and grow Innolink's business effectively;
the availability of financial resources to fund the Resulting Issuer's expenditures;
competition for, among other things, capital reserves and skilled personnel;
the adverse effect of competitors on Innolink's operation, strategies and profitability;
the impact of negative cash flows on Innolink operations and how, if Innolink is unable to obtain further financing, Innolink's business operations may fail;
the Resulting Issuer's ability to protect its Intellectual Property;
prevailing regulatory, tax and other applicable laws and regulations;
stock market volatility and market valuations; and
the uncertainty of global financial markets.

Readers are cautioned that these factors and risks are difficult to predict and that the assumptions used in the preparation of such information, although considered reasonably accurate at the time of preparation, may prove to be incorrect. Accordingly, readers are cautioned that the actual results achieved will vary from the information provided herein and the variations may be material. Readers are also cautioned that the foregoing list of factors is not exhaustive. Consequently, there is no representation

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by Astron or Innolink that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking information contained in this Filing Statement is made as of the date hereof, and neither Astron nor Innolink undertakes any obligation, except as required by Applicable Securities Laws, to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise. The forward-looking information contained in this Filing Statement and the documents referred to herein are expressly qualified by this cautionary statement.

INFORMATION OF ASTRON CONNECT INC.

The information contained or referred to in this Filing Statement relating to Astron has been furnished by Astron. In preparing this Filing Statement, Innolink has relied upon Astron to ensure that the Filing Statement contains full, true and plain disclosure of all material facts relating to Astron. Although Innolink has no knowledge that would indicate that any statements contained herein concerning Astron are untrue or incomplete, neither Innolink nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information or for any failure by Astron to ensure disclosure of events or facts that may have occurred which may affect the significance or accuracy of any such information.

INFORMATION OF INNOLINK NETWORK LTD.

The information contained or referred to in this Filing Statement relating to Innolink has been furnished by Innolink. In preparing this Filing Statement, Astron has relied upon Innolink to ensure that the Filing Statement contains full, true and plain disclosure of all material facts relating to Innolink. Although Astron has no knowledge that would indicate that any statements contained herein concerning Innolink are untrue or incomplete, neither Astron nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information or for any failure by Innolink to ensure disclosure of events or facts that may have occurred which may affect the significance or accuracy of any such information.

DOCUMENTS INCORPORATED BY REFERENCE

Certain other information has been incorporated by reference in this Filing Statement from documents filed with provincial securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference are available electronically on SEDAR+.

DATE OF INFORMATION

Except as otherwise indicated in this Filing Statement, all information disclosed in this Filing Statement is as of May 14, 2026, and the phrase "as of the date hereof" and equivalent phrases refer to such date.

CURRENCY

In this Filing Statement, references to “$” or “dollars” are to the lawful currency of Canada, unless otherwise stated.

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SUMMARY

The following is a summary of information relating to Astron, Innolink and the Resulting Issuer (assuming completion of the Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement. This summary is provided for convenience only and is qualified in its entirety by the more detailed information appearing or referred to elsewhere in this Filing Statement, including the schedules hereto. Terms with initial capital letters in this Summary are defined in the Glossary of Terms or elsewhere in this Filing Statement.

This Filing Statement has been prepared in accordance with the Policy 5.2 and TSXV Form 3D2 – Information Required in a Filing Statement for a Reverse Take-Over or Change of Business in connection with the Transaction.

Astron Connect Inc.

Astron was incorporated under the provisions of the BCBCA on February 20, 2017 under the name "Exalt Capital Corp." and was a CPC as defined by Policy 2.4 of the TSXV. Astron changed its name from "Exalt Capital Corp." to "Astron Connect Inc." on August 23, 2018 in connection with the completion of its Qualifying Transaction as defined in Policy 2.4 of the TSXV. Astron is a reporting issuer in the provinces of British Columbia and Alberta, and the Astron Shares are listed for trading on the TSXV under the symbol "AST". Astron's registered address and records office are located at Suite 2501, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5.

Astron 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 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.

The Astron Shares traded at a price of $0.03 on August 29, 2025, the last day of trading prior to the announcement of the Transaction. See "Information Concerning Astron Connect Inc."

Innolink Network Inc.

Innolink was incorporated under the provisions of the BCBCA on June 16, 2023 under the name "Intellink Network Ltd." and changed its name to "Innolink Network Ltd." on July 24, 2024. 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 to access high-performance computing ("HPC") capabilities, custom AI model development, and infrastructure as a service. Innolink is not a reporting issuer in any jurisdiction and the Innolink Shares are not traded on any stock exchange or market. Innolink's head office is located 8303 – 4888 Vanguard Road, Richmond, British Columbia, V6X 2P8, Canada and its registered and principal address is Suite 300 – 7480 Westminster Highway, Richmond, British Columbia, V6X 1A1, Canada.

For a more detailed description of Innolink, see "Information Concerning Innolink Network Ltd."

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The Transaction

Astron, Innolink and the Innolink Shareholders entered into the Share Exchange Agreement, the terms of which were the result of arms' length negotiations among the parties thereto and their respective advisors. Pursuant to the terms of the Share Exchange Agreement, the Innolink Shareholders have agreed to sell to Astron, and Astron has agreed to purchase from the Innolink Shareholders, all their legal and beneficial interest in their respective Innolink Shares, such that, immediately following the Closing, all of the Innolink Shares will be owned by Astron, and Innolink will be a wholly-owned subsidiary of Astron.

In connection with the completion of the Transaction, it is expected that an aggregate of 75,000,000 Consideration Shares will be issued to the Innolink Shareholders at a deemed price of $0.05 per Consideration Share.

Although the Innolink Shareholders will hold approximately 47.83% of the issued and outstanding shares of the Resulting Issuer immediately following the Closing, the Transaction will constitute a Reverse Takeover under Policy 5.2 because the business of the Resulting Issuer will be that of Innolink, the existing Astron business will be discontinued, and the Resulting issuer's operations, management direction, and future growth will be substantially derived from Innolink's technology platform.

Completion of the Transaction is subject to the satisfaction of certain closing conditions as set out in the Share Exchange Agreement and in the conditional approval letter provided by the TSXV in connection with the Transaction. Following completion of the Transaction, the Resulting Issuer will be a Tier 2 Technology Issuer listed on the TSXV. For a more detailed description of the Resulting Issuer, see "Information Concerning the Resulting Issuer". Upon completion of the Transaction, Astron's existing food and beverage export operations will be discontinued, and the Resulting Issuer will focus exclusively on Innolink's technology and AI infrastructure business.

Unless required by the TSXV, Astron will not be seeking the approval of the Astron Shareholders in connection with Transaction.

Concurrent Financing

In accordance with the terms of the Share Exchange Agreement, Astron completed the Concurrent Financing under which it raised $2,390,000 by the issuance of 47,800,000 Subscription Receipts at a price of $0.05 per Subscription Receipt. Each Subscription Receipt is convertible into one Unit upon satisfaction of the Escrow Release Condition. Each Unit shall be comprised of one Astron Share and one 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 from the completion of the Concurrent Financing.

Should the Escrow Release Conditions not be met by July 31, 2026, or such other date or dates as determined by Astron, Astron shall pay to the holders of the Subscription Receipts their pro-rata share of the Escrowed Funds less any withholding tax required to be withheld in respect thereof.

For more information on the Concurrent Financing, see "Information Concerning Astron Connect Inc. - General Development of the Business - History".

The Resulting Issuer intends to use the proceeds from the Concurrent Financing as described under the heading "Information Concerning the Resulting Issuer - Available Funds and Principal Purposes".

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Directors and Officers of the Resulting Issuer

In connection with the Closing, it is expected that the Resulting Issuer's Board will be restructured to consist of four directors. The Resulting Issuer will have the following directors and officers:

Name	Position
S. Randall Smallbone	President, CEO and Director
(Iris) Hong Duan	Corporate Secretary, CFO and Director
Herrick Lau	Director
Wei Kang	Director
Qi Zhang	Chief Operating Officer

For more information on the proposed directors and officers of the Resulting Issuer, see “Information Concerning the Resulting Issuer – Directors, Officers and Promoters”.

Arm's Length Transaction

The Transaction is an Arm's Length Transaction.

Interests of Insiders

Insiders of Astron will be treated in the same manner as all other Astron Shareholders in connection with the Transaction. The following table summarizes the shareholdings of the Insiders of Astron before and after giving effect to the Transaction:

Name of Insider, Promoter or Control Person (including Associates or Affiliates) of Astron	Number and Percentage of Astron securities prior to the Transaction (including Associates and Affiliates)^{(1)}	Number and Percentage of Innolink securities prior to the Transaction (including Associates and Affiliates)^{(2)}	Number and Percentage of Resulting Issuer Shares Assuming Concurrent Financing (including Associates and Affiliates)^{(3)}
S. Randall Smallbone
British Columbia, Canada	100,000 Astron Shares (*)	Nil	100,000 Resulting Issuer Shares (*)
(Iris) Hong Duan
British Columbia, Canada	275,000 Astron Shares (*)	Nil	275,000 Resulting Issuer Shares (*)
Wei Kang
British Columbia, Canada	275,000 Astron Shares (*)	Nil	275,000 Resulting Issuer Shares (*)
Herrick Lau
British Columbia, Canada	75,000 Astron Shares (*)	Nil	75,000 Resulting Issuer Shares (*)
Qi Zhang
British Columbia, Canada	Nil	Nil	Nil

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Means less than 1%.

(1) Based on 30,271,240 Astron Shares issued and outstanding.
(2) Based on 125 Innolink Shares issued and outstanding.
(3) Calculated on an undiluted basis based on 156,821,240 Resulting Issuer Shares expected to be issued and outstanding following completion of the Transaction, assuming an aggregate of 30,271,240 Astron Shares issued and outstanding as of the date of this Filing Statement, an aggregate of 75,000,000 Consideration Shares to be issued in exchange for the 125 outstanding Innolink Shares, 47,800,000 Astron Shares to be issued in connection with the closing of the Concurrent Financing, and 3,750,000 Astron Shares to be issued as a finder’s fee in connection with the Transaction to an arm’s length third party unrelated to Astron, Innolink, or their respective directors and officers.

The following table summarizes the Insiders of Innolink before and after giving effect to the Transaction:

Name of Insider, Promoter or Control Person (including Associates or Affiliates) of Innolink	Number and Percentage of Innolink securities prior to the Transaction (including Associates and Affiliates)	Number and Percentage of Astron securities prior to the Transaction (including Associates and Affiliates)^{(3)}	Number and Percentage of Resulting Issuer Shares Assuming Concurrent Financing (including Associates and Affiliates)^{(5)}
Qi Zhang
Vancouver, BC	Nil	Nil	Nil
Seikou Japan Co., Ltd.^{(4)}
Tokyo, Japan	110 Innolink Shares (88%)^{(1)}	Nil	66,000,000 Resulting Issuer Shares (42.1%)
1504817 B.C. Ltd.^{(5)}
Vancouver, BC	15 Innolink Shares (12%)^{(1)}	Nil	9,000,000 Resulting Issuer Shares (5.7%)

(1) Based on 125 Innolink Shares currently issued and outstanding.
(2) Based on 30,271,240 Astron Shares issued and outstanding.
(3) Calculated on an undiluted basis based on 156,821,240 Resulting Issuer Shares expected to be issued and outstanding following completion of the Transaction, assuming an aggregate of 30,271,240 Astron Shares issued and outstanding as of the date of this Filing Statement, an aggregate of 75,000,000 Consideration Shares to be issued in exchange for the 125 outstanding Innolink Shares, 47,800,000 Astron Shares to be issued in connection with the closing of the Concurrent Financing, and 3,750,000 Astron Shares to be issued as a finder’s fee in connection with the Transaction.
(4) The controlling shareholder of Seikou Japan Co., Ltd. is Jiewei Xue.
(5) The controlling shareholders of 1504817 B.C. Ltd. are Qi Zhang as to 49% and Miao Tan as to 51%.

Estimated Funds Available

The following table sets out information in respect of the Resulting Issuer’s expected sources of cash following the completion of the Transaction. Upon satisfaction of the Escrow Release Conditions, additional net proceeds of $2,390,000 will be added to the combined working capital of the Resulting Issuer. The amounts shown in the table are estimates only and are based upon the information available to Astron and Innolink as of the date hereof.

Sources	Concurrent Financing ($)
Estimated Astron working capital deficit as at April 30, 2026 (unaudited)	(267,000)

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Estimated Innolink working capital as at April 30, 2026 (unaudited)(1)	103,000
Net proceeds of Concurrent Financing	2,390,000
Estimated funds available to the Resulting Issuer upon completion of the Transaction	2,226,000

(1) As at April 30, 2026, Innolink had a working capital deficit of ($647,000). Assuming the conversion of the Shareholder Loan in the amount of $750,000, Innolink has an adjusted working capital of $103,000.

Principal Purposes

The following table sets out information respecting the Resulting Issuer’s intended principal uses of funds for the twelve (12) months following the completion of the Transaction. The intended uses of funds may vary based upon a number of factors and variances may be material. The amounts shown in the table are estimates only and are based upon the information available to Innolink and Astron as of the date hereof. For additional information with respect to the expected use of funds, see the section entitled “Information Concerning the Resulting Issuer – Milestones”.

Use of Funds	Concurrent Financing ($)
IT revenue generating activities including infrastructure setup, GPU leasing, software development, and client-side deployment for enterprise contracts	1,500,000
Legal and Professional Services(1)	50,000
TSXV Filing Fees	20,000
General and Administrative(2)	300,000
Unallocated Working Capital	356,000
Total	2,226,000

(1) Includes payments related to the completion of the Transaction, legal fees, auditor review fees, Transfer Agent fees, and other expenses incurred or expected to be incurred in connection with the Transaction.
(2) Includes payments related to management fees, office expenses, insurance expenses, travel expenses and other reporting issuer related expenses.

There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. For additional information regarding the funds available to the Resulting Issuer and the proposed use of those funds, see “Information Concerning the Resulting Issuer – Available Funds and Principal Purposes”.

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Selected Pro-Forma Consolidated Financial Information

The following table summarizes selected pro-forma consolidated financial information for the Resulting Issuer as at December 31, 2025. The information should be read in conjunction with the Pro Forma Financial Statements, which are attached hereto as Schedule "E".

	Astron (unaudited) as at December 31, 2025 ($)	Innolink (unaudited) as at December 31, 2025 ($)	Pro Forma Adjustments (unaudited) ($)	Resulting Issuer Pro Forma (unaudited) December 31, 2025 ($)
Current assets	465,200	585,244	2,047,000	3,097,445
Total assets	465,201	825,848	2,047,000	3,338,049
Current liabilities	315,984	850,542	(750,000)	416,526
Total liabilities	315,984	850,542	(750,000)	416,526
Liabilities and shareholders’ equity (deficit)	465,201	825,848	2,047,000	3,338,049

Stock Exchange Listing

The Innolink Shares are not listed on any Canadian or foreign stock exchange or traded on a Canadian or foreign market. The Astron Shares are currently listed on the TSXV under the symbol "AST". The Astron Shares were halted from trading on the TSXV on August 29, 2025, pending completion of the Transaction. The closing price of the Astron Shares on the TSXV on August 29, 2025, being the last date on which Astron Shares were traded prior to the imposition of the halt and the announcement of the Transaction, was $0.03.

Sponsorship for the Transaction

Pursuant to Policy 2.2 of the TSXV Corporate Finance Manual, sponsorship is generally required in conjunction with a Reverse Takeover transaction. Astron has applied for and obtained a waiver of the sponsorship requirement in connection with the Transaction from the TSXV on the basis that, pursuant to Section 3.4(a) of Policy 2.2, it would not be contrary to the public interest, as Astron is not a Foreign Issuer (as defined in Policy 2.2) and that the directors and officers of the Resulting Issuer will collectively: (a) possess a positive record with junior companies; (b) have the ability to raise financing; (c) have a positive corporate governance record; (d) have the technical experience required of the industry sector; and (e) show a positive record of experience as directors or senior officers with public companies in Canada or the United States.

Conflicts of Interest

Directors or officers of the Resulting Issuer may, from time to time, serve as directors or officers of, or participate in ventures with, other companies involved in, including but not limited to, the technology sector. Accordingly, conflicts of interest may arise which could influence these individuals in evaluating

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possible business opportunities or generally when acting on behalf of the Resulting Issuer, notwithstanding that they will be bound by the provisions of the BCBCA to act at all times in good faith in the interests of the Resulting Issuer and to disclose such conflicts to the Resulting Issuer if and when they arise. Conflicts, if any, will be subject to the procedures and remedies prescribed by the BCBCA, the TSXV and Applicable Securities Laws.

Interests of Experts

To the knowledge of Astron and Innolink, no Person whose profession or business gives authority to a statement made by the Person and who is named as having prepared or certified a part of this Filing Statement or prepared or certified a report or valuation described or included in this Filing Statement has a direct or indirect material interest in the property of Astron or Innolink, or in any Associate or Affiliate thereof.

Mao & Ying LLP has acted as the independent auditors for both of Astron and Innolink. They are independent of Astron in accordance with the CPA Code of Professional Conduct for British Columbia Chartered Professional Accountants.

Summary of Risk Factors

The securities of Astron (and correspondingly those of the Resulting Issuer) should be considered highly speculative due to the nature of the Resulting Issuer's proposed business and the current stage of Innolink's development. Such investment will be subject to certain material risks and investors should not invest in securities of Astron or the Resulting Issuer unless they can afford to lose their entire investment. Astron Shareholders must rely on the ability, expertise, judgment, discretion, integrity and good faith of the management of the Resulting Issuer. The business of the Resulting Issuer will be subject to risks and hazards, some of which are beyond its control.

Risk factors include, but are not limited to: general economic conditions and global economic trends; the Resulting Issuer's limited operating history; uncertainty about the Resulting Issuer's ability to continue as a going concern; management experience and dependence on key personnel and employees; the uncertainty surrounding additional financing of the Resulting Issuer; changes in the political, legal and economic environment in Canada; operating hazards and uninsured or uninsurable risks; risks inherent in legal proceedings; competition; future acquisitions; the speculative nature of investment; liquidity and future financing risk; the fact that the market price of the Resulting Issuer Shares may be subject to wide price fluctuations; conflicts of interest; tax regulations risks; risks related to general economic factors and volatility in the worldwide economy; and competition for, among other things, capital, acquisitions, equipment and skilled personnel; and internal control.

For a description of certain risks and uncertainties that may affect the business of the Resulting Issuer, see the below section of the Filing Statement entitled, "Risk Factors". Readers should note that such list is not a definitive list of all risk factors associated with an investment in Astron or the Resulting Issuer or in connection with the Resulting Issuer's proposed operations upon completion of the Transaction, and other events could arise that have a material adverse effect on the business of Astron or the Resulting Issuer.

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Conditional Listing Approval

Astron received the conditional approval of the TSXV for the Transaction on May 14, 2026. Completion of the Transaction is subject to receipt of the final approval of the TSXV, among other conditions as provided pursuant to the conditional approval. There is no assurance Astron will receive final approval from the TSXV for the Transaction.

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RISK FACTORS

THE FOLLOWING RISK FACTORS SHOULD BE CAREFULLY CONSIDERED IN EVALUATING ASTRON, INNOLINK, THE RESULTING ISSUER OR THE TRANSACTION.

The following risk factors relate to the Resulting Issuer and the business of Innolink. Since Astron has no active business, the business of Innolink will be the Resulting Issuer's sole enterprise after completion of the Transaction. The risks presented below are believed to be key factors that could cause actual results to be different from expected and historical results but they may not be all of the risks that the Resulting Issuer may face. Other sections of this Filing Statement include additional factors that could have an effect on the business and financial performance of the Resulting Issuer's business following the completion of the Transaction. The market in which Innolink currently competes, and the Resulting Issuer will compete, is very competitive and highly susceptible to macroeconomic trends and influence. New risks may emerge from time to time and management may not be able to predict all of them, or be able to predict how they may cause actual results to be different from those contained in any forward-looking information. Investors should not rely upon forward-looking information as a prediction of future results.

Risk Factors Relating to the Transaction

There can be no assurance that all conditions precedent to the Transaction will be satisfied

The completion of the Transaction is subject to a number of conditions precedent, certain of which are outside the control of Astron, including obtaining the approval of the TSXV. There is no certainty, nor can Astron provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. The requirement to take certain actions or to agree to certain conditions to satisfy such requirements or obtain any such approvals may have a material adverse effect on the business and affairs of Astron or the trading price of the Astron Shares. If for any reason the Transaction is not completed, the market price of the Astron Shares may be adversely affected. Moreover, if the Share Exchange Agreement is terminated, there is no assurance that the Astron Board will be able to find another transaction to pursue.

The Share Exchange Agreement may be terminated in certain circumstances

Each of Astron and Innolink has the right to terminate the Share Exchange Agreement in certain circumstances including that certain conditions to the obligations of Astron or Innolink have not been completed or waived in accordance with the terms of the Share Exchange Agreement, or the Transaction has not been completed by the completion date set out in the Share Exchange Agreement. Accordingly, there is no certainty, nor can Astron provide any assurance, that the Share Exchange Agreement will not be terminated by either Astron or Innolink before the completion of the Transaction.

Astron and Innolink expect to incur significant costs in connection with the Transaction

Astron and Innolink will collectively incur significant direct transaction costs in connection with the Transaction. Actual direct transaction costs incurred in connection with the Transaction may be higher than expected. Moreover, certain of Astron's and Innolink's costs related to the Transaction, including legal and accounting services costs, must be paid even if the Transaction is not completed. There are also opportunity costs associated with the diversion of management attention away from the conduct of their respective businesses in the ordinary course.

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Astron has not verified the reliability of the information regarding Innolink included in, or which may have been omitted from, this Filing Statement

All historical information regarding Innolink contained in this Filing Statement, including all Innolink audited and unaudited financial information and certain of the pro forma financial information reflecting the pro forma effects of the Transaction based on such Innolink financial information, has been provided by Innolink. Although Astron has no reason to doubt the accuracy or completeness of such information, any inaccuracy or material omission in the information about or relating to Innolink contained in this Filing Statement could result in unanticipated liabilities or expenses, increase the cost of integrating the companies or adversely affect the operational plans of the Resulting Issuer and its results of operations and financial condition.

Dilution

The proposed Transaction will be financed by the issuance of additional Astron Shares and this will, following the Closing, result in significant dilution to current Astron Shareholders.

Halt in trading of Astron Shares

In connection with the announcement of the Share Exchange Agreement, trading in Astron Shares on the TSXV was halted on August 29, 2025 for an indefinite period of time pending completion of review of the Transaction by the TSXV. It is not expected that trading will resume in the Astron Shares prior to the completion of the Transaction.

Risk Factors Relating to the Resulting Issuer's Operations

The Resulting Issuer's focus on developing secure, end-to-end AI infrastructure and private enterprise deployment solutions exposes it to a range of complex risks. This business model operates at the intersection of cutting-edge technology, stringent regulatory and compliance requirements, and rapidly evolving customer expectations. Success in this space requires navigating substantial technical, legal, and operational challenges. Failure to effectively manage these risks could adversely affect our growth prospects, financial performance, and competitive position.

Technology and Operations Riks

From a technical standpoint, the Resulting Issuer may struggle to ensure compatibility, reliability, and performance parity with mature cloud offerings. Furthermore, security risks are acute in this domain: vulnerabilities in model storage, API access, or data pipelines can lead to breaches of sensitive information or intellectual property, damaging credibility and triggering legal exposure. Building "secure-by-design" architecture from the outset is essential, but achieving it requires significant investment and specialized expertise.

Financial and Capital Intensity Risks

Financially, Innolink operates in a capital and talent-intensive field. Developing and maintaining enterprise-grade AI infrastructure is costly, and clients typically require extensive pre-sales customization, pilots, and integration support before committing to long-term contracts. This creates a lag between expenditure and revenue recognition, stressing cash flow and extending the path to profitability. In addition, customers may demand on-premise or hybrid deployments that require dedicated support and

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hardware investments, further increasing upfront costs. As an emerging company without established scale, negotiating favorable terms with hardware vendors or cloud providers may also be difficult, leaving the company exposed to price fluctuations and margin compression.

Market and Competitive Risks

Large cloud and AI infrastructure providers such as AWS, Azure, Google, and NVIDIA, already offer powerful enterprise AI tools and managed services. Competing directly on price or scale is challenging for emerging companies, and Innolink must therefore differentiate itself through other channels such as deep customization, superior privacy guarantees, or vertical specialization (for example, serving healthcare, defense, or financial institutions that require on-premise solutions).

Legal, Regulatory and Compliance Risks

As AI adoption accelerates, governments are imposing stricter frameworks governing data protection, algorithmic accountability, and cross-border data flows. A company that handles enterprise or governmental data must comply not only with general privacy regulations such as GDPR and CCPA but also with sector-specific rules such as HIPAA, PCI-DSS, or emerging AI safety standards. The legal environment remains fluid, and compliance costs can rise unexpectedly as new regulations take effect. Inadequate documentation or failure to meet audit requirements could jeopardize contracts or lead to penalties. Early investment in compliance architecture, including secure logging, explainability features, and auditable model governance, is essential but resource-intensive.

Team and Execution Risks

Innolink's core competencies such as AI engineering, cybersecurity, and enterprise systems integration require rare and expensive talent. The limited supply of such professionals, combined with intense competition from both big tech and well-funded startups, makes recruiting and retention difficult. Moreover, the Resulting Issuer's technical vision may rely heavily on a small founding team where the loss of one or two key engineers could delay critical development milestones.

Macroeconomic and Ecosystem Risks

AI infrastructure is closely tied to the hardware supply chain, particularly GPUs and networking components. Shortages or export restrictions could disrupt project timelines and escalate costs. Additionally, enterprise technology budgets are sensitive to broader economic conditions and during downturns, clients may defer AI infrastructure investments in favor of incremental upgrades to existing systems. Rapid shifts in AI technology itself pose another threat: open-source frameworks, foundation model licensing models, and inference optimization methods evolve quickly, and a proprietary platform may become obsolete if it fails to adapt to new standards or interoperability expectations.

History of net losses

Astron has incurred operating losses since its date of incorporation. The Resulting Issuer may not be able to achieve or maintain profitability and may continue to incur significant losses in the future. In addition, the Resulting Issuer expects to continue to increase operating expenses as it implements initiatives to continue to grow its business. If the Resulting Issuer's revenues do not increase to offset these expected increases in costs and operating expenses, the Resulting Issuer may not be profitable.

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Ability to generate profits

There can be no assurance that the Resulting Issuer will generate net profits in future periods. Further, there can be no assurance that the Resulting Issuer will be cash flow positive in future periods. In the event that the Resulting Issuer fails to achieve profitability, the value of the Resulting Issuer Shares may decline or lose the entirety of their value. In addition, if the Resulting Issuer is unable to achieve or maintain positive cash flows, the Resulting Issuer will be required to seek additional funding, which may not be available on favourable terms, or at all.

Dependence on personnel

Due to the specialized nature of the business of the Resulting Issuer, the Resulting Issuer's success depends on its ability to attract and retain qualified personnel and management. In particular, the Resulting Issuer's future success will depend in part on the continued services of its proposed executive officers and other key employees. Competition for qualified personnel in the industry in which Innolink operates and the Resulting Issuer will operate is intense. Innolink believes that there are only a limited number of people with the requisite skills to serve in many key positions and it is difficult to hire and retain these people. The loss of one or more of these key personnel may have a significant adverse effect on Innolink's or the Resulting Issuer's sales, operations and profits.

Conflicts of interest

Certain of the proposed directors and officers of the Resulting Issuer are also directors and officers of other companies. In addition, they may devote time to other outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Resulting Issuer. The interests of these persons could conflict with those of the Resulting Issuer. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws, including the requirements of the BCBCA. In particular, in the event that such a conflict of interest arises at a meeting of the Resulting Issuer Board, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Resulting Issuer will be required to act honestly, in good faith and in the best interests of the Resulting Issuer.

The requirements of being a public company may strain the Resulting Issuer's resources, divert management's attention and affect its ability to attract and retain executive management and qualified board members

As a reporting issuer, the Resulting Issuer is subject to the reporting requirements of Applicable Securities Laws of the jurisdiction in which it is a reporting issuer, the listing requirements of the TSXV and other applicable securities rules and regulations. Compliance with these rules and regulations will increase the Resulting Issuer's legal and financial compliance costs, make some activities more difficult, time consuming or costly and increase demand on its systems and resources. Applicable Securities Laws require the Resulting Issuer to, among other things, file certain annual and quarterly reports with respect to their businesses and results of operations. In addition, Applicable Securities Laws require the Resulting Issuer to, among other things, maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve its disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. Specifically, due to the increasing complexity of its transactions, the Resulting Issuer may be required to improve its disclosure controls and procedures and internal control over financial reporting primarily through the continued development and implementation of formal policies,

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improved processes and documentation procedures, as well as the continued sourcing of additional finance resources. As a result, management's attention may be diverted from other business concerns, which could harm the Resulting Issuer's business and results of operations. To comply with these requirements, the Resulting Issuer may need to hire more employees in the future or engage outside consultants, which will increase its costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. The Resulting Issuer intends to continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue generating activities to compliance activities. If its efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against the Resulting Issuer and its business may be adversely affected.

As a public company subject to these rules and regulations, the Resulting Issuer may find it more expensive for it to obtain director and officer liability insurance, and it may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for the Resulting Issuer to attract and retain qualified members to its board of directors, particularly to serve on its audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in filings required of a public company, the Resulting Issuer's businesses and financial condition have become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, the Resulting Issuer's business and results of operations could be harmed, and even if the claims do not result in litigation or are resolved in its favor, these claims, and the time and resources necessary to resolve them, could divert the resources of the Resulting Issuer's management and harm its business and results of operations.

Litigation

All industries, including the software and technology industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the litigation process could take away from management time and effort and the resolution of any particular legal proceeding to which the Resulting Issuer may become subject could have a material adverse effect on the Resulting Issuer's business, prospects, financial position or results of operations.

Management of growth

The Resulting Issuer may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Resulting Issuer to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Resulting Issuer to deal with this growth may have a

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material adverse effect on the Resulting Issuer's businesses, financial condition, results of operations and prospects.

Internal controls

Internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with International Financial Reporting Standards. However, internal controls over financial reporting are not guaranteed to provide absolute assurance with regard to the reliability of financial reporting and financial statements.

Need for additional financing

Although the Resulting Issuer expects to have adequate funds to conduct its operations for at least the next twelve (12) months, additional financing may be required in order to expand the business. There can be no assurance that any financing will be available to the Resulting Issuer if needed, or, even if it is, if it will be offered on acceptable terms and conditions. The Resulting Issuer's inability to obtain additional financing in a sufficient amount, when needed, and upon acceptable terms and conditions, could have a material adverse effect on the business and financial condition of the Resulting Issuer. If additional funds are raised by issuing equity securities, dilution to existing or future Resulting Issuer shareholders will result. If adequate funds are not available on acceptable terms when needed, the Resulting Issuer may be required to delay, scale back or eliminate the expansion of Innolink's business.

The market price of the Resulting Issuer Shares may decline due to the large number of outstanding common shares eligible for future sale

Sales of substantial amounts of the Resulting Issuer Shares in the public market, or the perception that these sales could occur, could cause the market price of the Resulting Issuer Shares to decline. These sales could also make it more difficult for the Resulting Issuer to sell equity or equity-related securities in the future at a time and price that it deems appropriate.

Certain shares of the Resulting Issuer, such as those Resulting Issuer Shares subject to escrow agreements, will have restrictions on trading. See "Information Concerning the Resulting Issuer – Escrowed Securities" for more information.

No dividends

Neither Innolink nor the Resulting Issuer currently has plans to pay regular dividends on the Resulting Issuer Shares. Any declaration and payment of future dividends to holders of Resulting Issuer Shares will be at the sole discretion of the Resulting Issuer Board and will depend on many factors, including the financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations of the Resulting Issuer that the Resulting Issuer Board deems relevant.

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Tax considerations applicable to an investment in the Resulting Issuer Shares

Each prospective investor should consult with their own tax advisor with respect to the Canadian and non-Canadian income tax consequences of acquiring, holding, and disposing of the Resulting Issuer Shares, based on each prospective investor’s particular circumstances.

Risk Factors Relating to the General Economic, Political and Environmental Conditions

Share price fluctuations

The market price of the Resulting Issuer Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of the Resulting Issuer, divergence in financial results from analysts’ expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for the Resulting Issuer, general economic conditions, legislative changes, and other events and factors outside of the Resulting Issuer’s control. In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for the Resulting Issuer Shares.

Limited market for securities

Upon completion of the Transaction, the Resulting Issuer Shares are intended to be listed on the TSXV, however, there can be no assurance that an active and liquid market for the Resulting Issuer Shares will develop or be maintained and an investor may find it difficult to resell Resulting Issuer Shares.

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INFORMATION CONCERNING ASTRON CONNECT INC.

The following information is presented on a pre-Transaction basis. See "Information Concerning the Resulting Issuer" for pro forma business, financial and share capital information relating to the Resulting Issuer.

Corporate Structure

Name and Incorporation

Intercorporate Relationships

The following table describes Astron's subsidiaries, which are all non-operating, their place of incorporation, continuance or formation and the percentage of the outstanding voting securities beneficially owned, controlled or directed by Astron:

Name of Subsidiary	Percentage of Voting Securities Owned	Jurisdiction of Incorporation of Continuance
Sachiel Holdings Ltd.	100%	British Columbia
Sachiel Water Inc.	100%	British Columbia
Manna Resources Inc.	100%	British Columbia

General Development of the Business

History

General Overview

Astron was a CPC and, until its completion of its Qualifying Transaction on August 28, 2018, did not carry on any operations other than identifying and evaluating businesses and assets with a view to completing a Qualifying Transaction. Astron completed its initial public offering on October 4, 2017 and the Astron Shares were listed for trading on the TSXV on October 3, 2017 under the symbol "EXT.P".

On August 28, 2018, Astron completed its Qualifying Transaction to acquire and amalgamate with Sachiel Connect Inc. ("Sachiel Connect") which was approved by the TSXV. 1148535 B.C. Ltd, a wholly owned subsidiary of Astron, acquired all of the issued and outstanding securities of Sachiel Connect from its existing shareholders, and as consideration, Astron issued 29,099,992 Astron Shares to the shareholders of Sachiel Connect.

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On August 28, 2018, 1148535 B.C. Ltd. and Sachiel Connect were amalgamated as one company under the name Sachiel Holdings Ltd. ("Sachiel Holdings"). As a result of the Qualifying Transaction, the former shareholders of Sachiel Connect acquired control of Astron. Therefore, the Qualifying Transaction was considered as a reverse take-over. Astron has ceased to be a capital pool company since then. The consolidated financial statements of Astron represent a continuation of the business of Sachiel Connect.

On August 24, 2018, Astron changed its name from Exalt Capital Corp. to Astron Connect Inc. and began trading under the symbol "AST" under the TSXV.

Astron is engaged primarily in the business of distribution and sale of beverage and food products in Canada.

On April 1, 2020, Astron completed a transaction to acquire all of the issued and outstanding shares of Manna Resources Inc. ("Manna"), a private company incorporated under the laws of the BCBCA. Manna operates a bottled water trading business focused on Chinese and other Asian markets under the "Manna Water" brand. The purchase price of $100,000 comprised of $40,000 cash (unpaid) and $60,000 worth of Astron Shares.

During the year ended September 30, 2021, Astron applied for the COVID-19 Relief Program. Export Development Canada ("EDC") and the Business Development Bank of Canada ("BDC") provided a direct loan to Astron (the "CEBA Loan") of $40,000. During the year ended September 30, 2022, Astron received an additional loan of $20,000. The CEBA Loan has an initial term date on December 31, 2023 and may be extended to December 31, 2025. The CEBA Loan is non-revolving, with an interest rate being 0% per annum prior to the initial term date and 5% per annum thereafter during any extended term, which is calculated daily and paid monthly. The CEBA Loan can be repaid at any time without penalty.

On September 14, 2023, the Government of Canada announced extended deadlines for CEBA Loan repayments, providing an additional year for term loan repayment, and additional flexibilities for loan holders looking to benefit from partial loan forgiveness of up to 33 per cent. The repayment deadline for CEBA Loan to qualify for partial loan forgiveness was extended from December 31, 2023, to January 18, 2024. The repayment deadline to qualify for partial loan forgiveness now includes a refinancing extension until March 28, 2024. As of June 30, 2025, the Company has paid back the loan.

On April 1, 2022, Astron completed a non-brokered private placement to raise $500,000 by the issuance of 5,000,000 units at a price of $0.10 per unit. Each unit consisted of one Astron Share and one transferable common share purchase warrant. Each warrant will be exercisable to acquire one Astron Share at a price of $0.15 each for a period of one year following the closing date of the private placement.

On August 17, 2022, Astron entered into an arm's length agreement with an individual to acquire a loan receivable from a Canadian bottled water supplier (the "Borrower") for the amount of $480,000 for consideration of $330,000 in cash and $150,000 in the form of Astron Shares. The Astron Shares were issued at a deemed price of $0.10 per Astron Share. As part of this acquisition, Astron also acquired a 15% equity interest of the Borrower for $1. The loan is unsecured and bears interest at 10% per annum. During the year ended September 30, 2022, Astron provided the allowance for the entire balance of the loan and accrued interest receivable of $485,786 and has stopped accruing interest.

On November 12, 2024, Astron closed a non-brokered private placement with 13,333,339 Astron Shares at a price of $0.03 per Astron Share for gross proceeds of $400,000. In connection with the non-brokered private placement, Astron paid a cash finder's fee of $32,000.

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The Transaction

On September 12, 2025, following arm’s length negotiations, Astron and Innolink entered into the LOI pursuant to which Astron and Innolink agreed to negotiate the Transaction on the terms and conditions set forth therein.

On October 27, 2025, Astron entered into the Share Exchange Agreement with Innolink and the Innolink Shareholders with respect to the Transaction. The Astron Shares were halted from trading on the TSXV on August 29, 2025, pending announcement of the entry of the Share Exchange Agreement by the Parties. The closing price of the Astron Shares on August 29, 2025, being the last date on which Astron Shares were traded prior to the imposition of the halt and the announcement of the Transaction, was $0.03. Trading in the Astron Shares remains halted on the TSXV as at the date of this Filing Statement and is expected to remain halted until the Closing. See “Information Concerning Astron Connect Inc. – Description of the Transaction” below for more details.

On May 14, 2026, the TSXV conditionally approved the Transaction. There is no assurance the TSXV will give final approval of the Transaction.

Description of the Transaction

Effective October 27, 2025, Astron entered into the Share Exchange Agreement, a copy of which is available under Astron’s profile on SEDAR+. Pursuant to the terms of the Share Exchange Agreement, Astron will acquire all of the outstanding Innolink Class “A” Shares from the Innolink Shareholders in consideration for the issuance of an aggregate 75,000,000 Consideration Shares to the Innolink Shareholders, at a deemed price of $0.05, per Consideration Share.

On May 14, 2026, Innolink fully settled all outstanding loans made by the Innolink Shareholders to Innolink (the “Innolink Shareholder Loan”), excluding accrued interest which was settled in cash, by converting the total outstanding principal amount into 25 Innolink Class “A” Shares, which will account for 15,000,000 of the 75,000,000 Consideration Shares issuable upon closing of the Transaction.

Completion of the Transaction is subject to the satisfaction or waiver of certain conditions, including:

(a) receipt of all necessary regulatory, shareholder and third party approvals, including the TSXV;
(b) the completion of the Concurrent Financing;
(c) no material adverse change having occurred in respect of Astron or Innolink; and
(d) there being no material breach of the terms of the Share Exchange Agreement by either Astron or Innolink.

Upon completion of the Transaction, Innolink will become a wholly-owned subsidiary of Astron. Accordingly, the Transaction will constitute a reverse takeover of Astron because, following the Closing, the Innolink Shareholders are expected to own approximately 47.8% of the outstanding Astron Shares on an undiluted basis.

Concurrent Financing

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In order to raise operating capital for the Resulting Issuer, Astron completed the Concurrent Financing, by way of a non-brokered private placement pursuant to which Astron issued 47,800,000 Subscription Receipts at a price of $0.05 per Subscription Receipt for CAD$2,390,000. Each Subscription Receipt is convertible into one Unit upon satisfaction of the Escrow Release Condition. Each Unit is comprised of one Astron Share and one 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 from the completion of the Concurrent Financing.

Upon the satisfaction of the Escrow Release Condition, and concurrently with Closing, the Escrowed Funds will be released to Astron, and each Subscription Receipt will automatically convert into one Unit. Should the Escrow Release Conditions not be met by July 31, 2026, or such other date or dates as determined by Astron, Astron shall pay to the holders of the Subscription Receipts their pro-rata share of the Escrowed Funds, including any interest earned thereon less any withholding tax required to be withheld in respect thereof.

The Resulting Issuer intends to use the proceeds from the Concurrent Financing as described under the heading "Information Concerning the Resulting Issuer – Available Funds and Principal Purposes".

Selected Consolidated Financial Information and Management’s Discussion and Analysis

Summary Financial Information

Schedule "A" to this Filing Statement contains the Astron Financial Statements. The following table sets forth selected information regarding the expenses of Astron for the fiscal years ended September 30, 2025 and September 30, 2024 and for the three months ended December 31, 2025. Such information is derived from the Astron Financial Statements and should be read in conjunction therewith:

Expenses	Three Months Ended December 31, 2025 (unaudited) ($)	Fiscal Year Ended September 30, 2025 (audited) ($)	Fiscal Year Ended September 30, 2024 (audited) ($)
Total Assets	465,201	338,131	92,359
Total Liabilities	315,984	276,022	280,719
Revenues	-	-	-
Cost of Sales	-	-	-
Gross Profit	-	-	-
Basic and Diluted Earnings per Astron Share	(0.00)	(0.01)	(0.01)
Loss from Operations	(105,729)	(124,827)	(161,499)
Net Income for the Year (Loss)	(105,892)	(117,531)	(118,325)

Management’s Discussion and Analysis

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Astron's MD&A for Astron for the fiscal years ended September 30, 2025 and September 30, 2024 and for the three months ended December 31, 2025 are attached as Schedule "B" to this Filing Statement. The MD&As should be read in conjunction with the Astron Financial Statements, which are attached as Schedule "A" to this Filing Statement. The foregoing documents are also available under Astron's profile on SEDAR+ at www.sedarplus.ca and may also be obtained upon request without charge from Astron's head office located at 8303 – 4888 Vanguard Road, Richmond, British Columbia, V6X 2P8, Canada.

Description of the Securities

The authorized capital of Astron consists of an unlimited number of Astron Shares without nominal or par value. As of the date of this Filing Statement, 30,271,240 Astron Shares are issued and outstanding.

Astron Shares

Holders of Astron Shares are entitled to one vote for each Astron Share held at all meetings of Astron Shareholders, to receive dividends if, as and when declared by the Astron Board, and to participate rateably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of Astron. The Astron Shares carry no pre-emptive rights, conversion or exchange rights, or redemption, retraction, repurchase, sinking fund or purchase fund provisions. There are no provisions requiring a holder of Astron Shares to contribute additional capital, and no restrictions on the issuance of additional securities by Astron. There are no restrictions on the repurchase or redemption of Astron Shares by Astron except to the extent that any such repurchase or redemption would render Astron insolvent.

Astron Option Plan and Astron Options

The Astron Board adopted the Astron Option Plan which was approved by the Astron Shareholders at the annual general and special meeting of Astron Shareholders on December 30, 2025. As of the date of this Filing Statement, there are no Astron Options outstanding under the Astron Option Plan. There were no Astron Options outstanding under Astron's previous stock option plan which was a "fixed 10%" stock and as a result of the adoption of the Astron Option Plan, the previous stock option plan was terminated.

Purpose

The purpose of the Astron Option Plan is to promote the long-term success of Astron and the creation of shareholder value by: (i) encouraging the attraction and retention of Eligible Persons (as defined in the Astron Option Plan); (ii) encouraging such Eligible Persons to focus on critical long-term objectives; and (iii) promoting greater alignment of the interests of such Eligible Persons with the interests of Astron.

The Astron Option Plan provides flexibility to Astron to grant equity-based incentive awards in the form of Astron Options and Performance-Based Awards to Eligible Persons.

Shares Subject to the Astron Option Plan

The Astron Option Plan is a rolling plan for Astron Options and a fixed plan for Performance-Based Awards such that the aggregate number of Shares that: (i) may be issued upon the exercise or settlement of Astron Options granted under the Astron Plan, shall not exceed 10% of the Astron's issued and outstanding Astron Shares as at the date of any stock option grant, such number being 3,027,124 as at the Closing and (ii) may be issued in respect of Performance-Based Awards granted under the Astron Option Plan shall not exceed 15,682,124, being 10% of the issued and outstanding Resulting Issuer Shares on Closing. Astron

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Options which have been exercised, cancelled, terminated, surrendered, forfeited or expired without being exercised shall be available for subsequent grants under the Astron Option Plan and the number of awards available to grant increases as the number of issued and outstanding Astron Shares increases. Performance-Based Awards which have been settled in cash, cancelled, terminated, surrendered, forfeited or expired without being settled shall be available for subsequent grants, but Performance-Based Awards which are settled in securities will reduce the number of Astron Shares reserved for issuance under the fixed 10% portion of the Astron Option Plan.

Participation Limits

The Astron Option Plan provides that:

(a) unless Astron has obtained disinterested shareholder approval, the maximum aggregate number of Astron Shares issuable to Insiders under the Astron Option Plan, within any twelve (12) month period, together with Astron Shares reserved for issuance to Insiders under all of Astron’s other Security-Based Compensation Arrangements, shall not exceed 10% of the issued and outstanding Astron Shares (calculated as at the date of any grant and in accordance with the policies of the TSXV);

(b) unless Astron has obtained disinterested shareholder approval, the maximum aggregate number of Astron Shares issuable to Insiders under the Astron Option Plan, at any point in time, together with Astron Shares reserved for issuance to Insiders under all of the Astron’s other Security-Based Compensation Arrangements, shall not exceed ten (10%) percent of the issued and outstanding Astron Shares;

(c) unless Astron has obtained disinterested shareholder approval, the maximum aggregate number of Astron Shares issuable to any Participant (as defined in the Astron Option Plan) under the Astron Option Plan, within any twelve (12) month period, together with Astron Shares reserved for issuance to such Participant (and to companies wholly-owned by that Participant) under all of Astron’s other Security-Based Compensation Arrangements, shall not exceed five (5%) percent of the issued and outstanding Astron Shares (calculated as at the date of any grant);

(d) the maximum aggregate number of Astron Shares issuable to any one consultant under the Astron Option Plan, within any twelve (12) month period, together with Astron Shares issuable to such consultant under all of Astron’s other Security-Based Compensation Arrangements, shall not exceed two (2%) percent of the issued and outstanding Astron Shares (calculated as at the date of any grant); and

(e) the maximum aggregate number of Astron Shares issuable pursuant to grants of Astron Options to all investor relation service providers performing investor relations activities under the Astron Option Plan, within any twelve (12) month period, shall not in aggregate exceed two (2%) percent of the issued and outstanding Astron Shares (calculated as at the date of any grant). For the avoidance of doubt, persons performing investor relations activities are only eligible to receive Astron Options under the Astron Option Plan; they are not eligible to receive any Performance-Based Award or other type of securities-based compensation under the Astron Option Plan.

Administration of the Astron Option Plan

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The Astron Option Plan shall be administered by the Astron Board and the Astron Board has full authority to administer the Astron Option Plan, including the authority to interpret and construe any provision of the Astron Option Plan and to adopt, amend and rescind such rules and regulations for administering the Astron Option Plan as the Astron Board may deem necessary in order to comply with the requirements of the Astron Option Plan.

Eligible Persons under the Astron Option Plan

When used in connection with the grant of Astron Options, all officers, directors, employees, management employees and consultants of Astron are eligible to participate in the Astron Option Plan. When used in connection with the grant of Performance-Based Awards, all officers, directors, employees, management employees and consultants of Astron that do not perform investor relations activities are eligible to participate in the Astron Option Plan. The extent to which any such individual is entitled to receive a grant of an award pursuant to the Astron Option Plan will be determined in the sole and absolute discretion of the Astron Board. Each person who receives a grant under the Astron Option Plan is referred to as a "Participant".

Types of Awards

Awards of Astron Options, RSUs, PSUs and DSUs may be made under the Astron Option Plan. All of the awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Astron Board, in its sole discretion, subject to such limitations provided in the Astron Option Plan, and will generally be evidenced by an award agreement.

Astron Options

An Astron Option entitles a holder thereof to purchase a prescribed number of Astron Shares at an exercise price determined by the Astron Board at the time of the grant of the Astron Option, provided that the exercise price of an Astron Option granted under the Astron Option Plan shall not be less than the Discounted Market Price (as defined in the policies of the TSXV), provided that if an Astron Option is proposed to be granted by Astron after Astron has just been recalled for trading following a suspension or halt, Astron must wait at least ten trading days since the day on which trading in Astron's securities resumes before setting the exercise price for and granting of the Astron Option. Each Astron Option shall, unless sooner terminated, expire on a date to be determined by the Astron Board which will not exceed ten (10) years from the date of grant of the Astron Option. The Astron Board may, in its absolute discretion, upon granting Astron Options under the Astron Option Plan, specify different time periods following the dates of granting the Astron Options during which the Participant may exercise their Astron Options to purchase Astron Shares and may designate different exercise prices and numbers of Astron Shares in respect of which each Participant may exercise Astron Options during each respective time period. Subject to the discretion of the Astron Board, the Astron Options granted to a Participant under the Astron Option Plan shall vest as determined by the Astron Board on the date of grant of such Astron Options. If the Astron Board does not specify a vesting schedule at the date of grant, then Astron Options granted to Persons, other than those conducting investor relations activities, shall vest fully on the date of grant, and in any event in accordance with the policies of the TSXV. Astron Options issued to Persons conducting investor relations activities must vest (and shall not otherwise be exercisable) in stages over a minimum of twelve (12) months such that:

(a) no more than 1/4 of the Astron Options vest no sooner than three (3) months after the date of grant (the "Grant Date");

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(b) no more than another 1/4 of the Astron Options vest no sooner than six (6) months after the Grant Date;

(d) the remainder of the Astron Options vest no sooner than twelve (12) months after the Grant Date.

If the award agreement for the grant of Astron Options so provides, in the event of a change of control (as defined in the Astron Option Plan), all Astron Options granted to a Participant that ceases to be an Eligible Person shall become fully vested and shall become exercisable by the Participant in accordance with the terms of such award agreement and the Astron Option Plan. No acceleration of the vesting of any Astron Options shall be permitted without prior TSXV review and acceptance for Astron Options issued to Persons conducting investor relations activities.

Other than as may be set forth in the award agreement for the grant of Astron Options, upon the death of a Participant, any Astron Options granted to such Participant which, prior to the Participant's death, have not vested, will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect; and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any Astron Options granted to such Participant which, prior to the Participant's death, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant's estate in accordance with the Astron Option Plan and may be exercised by the Participant's estate within one year of the death of the Participant.

Where a Participant's relationship with Astron is terminated by Astron or a subsidiary for cause, all Astron Options granted to the Participant under the Astron Option Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date.

Where a Participant's relationship with Astron terminates by reason of termination by Astron or a subsidiary without cause, by voluntary termination, voluntary resignation or due to retirement by the Participant, such that the Participant no longer qualifies as an Eligible Person, all Astron Options granted to the Participant under the Astron Option Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date; provided, however, that any Astron Options granted to such Participant which, prior to the Participant's termination without cause, voluntary termination, voluntary resignation or retirement, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant in accordance with the Astron Option Plan and shall be exercisable by such Participant for a period of ninety (90) days following the date the Participant ceased to be an Eligible Person, or such longer period as may be provided for in the award agreement or as may be determined by the Astron Board provided such period does not exceed twelve (12) months after the termination date.

Where a Participant becomes afflicted by a disability, all Astron Options granted to the Participant under the Astron Option Plan will continue to vest in accordance with the terms of such Astron Options; provided, however, that no Astron Options may be redeemed during a leave of absence. Where a Participant's relationship is terminated due to disability such that the Participant ceases to be an Eligible Person, all Astron Options granted to the Participant under the Astron Option Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below,

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immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date; provided, however, that any Astron Options granted to such Participant which, prior to the termination of the Participant's relationship with Astron due to disability, had vested pursuant to terms of the applicable award agreement, will accrue to the Participant in accordance with the Astron Option Plan and shall be exercisable by such Participant for a period of ninety (90) days following the termination date, or such longer period as may be provided for in the award agreement or as may be determined by the Astron Board.

Restricted Share Units

A RSU is a right awarded to a Participant, as compensation for employment or consulting services or services as a director or officer, to receive, for no additional cash consideration, securities of Astron upon specified vesting criteria being satisfied, and subject to the terms and conditions of the Astron Option Plan and the applicable award agreement, and which shall be paid in Astron Shares. The number of RSUs to be credited to each Participant shall be determined by the Astron Board in its sole discretion in accordance with the Astron Option Plan. All RSUs will vest and become payable by the issuance of Astron Shares at the end of the restriction period if all applicable restrictions have lapsed, as such restrictions may be specified in the award agreement.

RSUs shall be subject to such restrictions as the Astron Board, in its sole discretion, may establish in the applicable award agreement, which restrictions may lapse separately or in combination at such time or times and on such terms, conditions and satisfaction of objectives as the Astron Board may, in its discretion, determine at the time a RSU is granted. The Astron Board shall determine any vesting terms applicable to the grant of RSUs, however, no RSUs may vest before the date that is one year following the date of the award.

If the award agreement so provides, in the event of a change of control and the Participant ceases to be an Eligible Person, all restrictions upon any RSUs held by such Participant shall lapse immediately and all such RSUs shall become fully vested in such Participant in accordance with the Astron Option Plan.

Other than as may be set forth in the applicable award agreement, upon the death of a Participant, any RSUs granted to such Participant which, prior to the Participant's death, have not vested, will be immediately and automatically forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any RSUs granted to such Participant which, prior to the Participant's death, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant's estate in accordance with the Astron Option Plan.

Where a Participant's relationship with Astron is terminated by Astron or a subsidiary for cause, all RSUs granted to the Participant under the Astron Option Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date.

Where a Participant's relationship with Astron terminates by reason of termination by Astron or a subsidiary without cause, by voluntary termination, voluntary resignation or due to retirement by the Participant, all RSUs granted to the Participant under the Astron Option Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date and the Participant shall have no right, title or interest therein whatsoever; provided, however, that any RSUs granted to such Participant which, prior to the Participant's

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termination without cause, voluntary termination, voluntary resignation or retirement, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant in accordance with the Astron Option Plan.

Where a Participant becomes afflicted by a disability, all RSUs granted to the Participant under the Astron Option Plan will continue to vest in accordance with the terms of such RSUs; provided, however, that no RSUs may be redeemed during a leave of absence. Where a Participant's relationship is terminated due to disability such that the Participant ceases to be an Eligible Person, all RSUs granted to the Participant under the Astron Option Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date and the Participant shall have no right, title or interest therein whatsoever; provided, however, that any RSUs granted to such Participant which, prior to the Participant's termination due to disability, had vested pursuant to terms of the applicable award agreement will accrue to the Participant in accordance with the Astron Option Plan.

As soon as practicable after each vesting date of a RSU, Astron shall issue to the Participant from treasury the number of Astron Shares equal to the number of RSUs that have vested.

Performance Share Units

A PSU is a right awarded to a Participant, as compensation for employment or consulting services or services as a director or officer, to receive, for no additional cash consideration, securities of Astron upon specified performance and vesting criteria being satisfied, subject to the terms and conditions of the Astron Option Plan and the applicable award agreement, and which shall be paid in Astron Shares. No PSUs may vest before the date that is one year following the date of award.

Subject to the provisions of the Astron Option Plan and such other terms and conditions as the Astron Board may prescribe, the Astron Board may, from time to time, grant awards of PSUs to Eligible Persons that do not perform investor relations activities. The number of PSUs to be awarded to any Participant shall be determined by the Astron Board, in its sole discretion, in accordance with the Astron Option Plan. Each PSU shall, contingent upon the attainment of the performance criteria within the performance cycle, represent one Astron Share.

The Astron Board will select, settle and determine the performance criteria (including without limitation the attainment thereof), for purposes of the vesting of the PSUs, in its sole discretion. An award agreement may provide the Astron Board with the right to revise the performance criteria and the award amounts if unforeseen events (including, without limitation, changes in capitalization, an equity restructuring, an acquisition or a divestiture) occur which have a substantial effect on the financial results of Astron and which in the sole judgment of the Astron Board make the application of the performance criteria unfair unless a revision is made.

All PSUs will vest and become payable to the extent that the performance criteria set forth in the award agreement are satisfied in the performance cycle, the determination of which satisfaction shall be made by the Astron Board on the determination date. No PSU may vest before the date that is one year following the date of the award.

If the award agreement so provides, in the event of a change of control (as defined in the Astron Option Plan) and the Participant ceases to be an Eligible Person, all PSUs granted to such Participant shall become

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fully vested in such Participant (without regard to the attainment of any performance criteria) and shall become payable to the Participant in accordance with the Astron Option Plan.

Other than as may be set forth in the applicable award agreement and below, upon the death of a Participant, all PSUs granted to the Participant which, prior to the Participant's death, have not vested, will immediately and automatically be forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever; provided, however, the Astron Board may determine, in its sole discretion, the number of the Participant's PSUs that will vest based on the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed.

Where a Participant's relationship with Astron is terminated by Astron or a subsidiary for cause, all PSUs granted to the Participant under the Astron Option Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date.

Where a Participant's relationship with Astron terminates by reason of termination by Astron or a subsidiary without cause, by voluntary termination, voluntary resignation or due to retirement by the Participant, all PSUs granted to the Participant which have not vested will, unless the award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date, and the Participant shall have no right, title or interest therein whatsoever; provided, however, the Astron Board may determine, in its sole discretion, the number of the Participant's PSUs that will vest based on the extent to which the applicable performance have been satisfied in that portion of the performance cycle that has lapsed.

Where a Participant becomes afflicted by a disability, all PSUs granted to the Participant under the Astron Option Plan will continue to vest in accordance with the terms of such PSUs; provided, however, that no PSUs may be redeemed during a leave of absence. Where a Participant's relationship is terminated due to disability such that the Participant ceases to be an Eligible Person, all PSUs granted to the Participant under the Astron Option Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date, and the Participant shall have no right, title or interest therein whatsoever; provided, however, that the Astron Board may determine, in its sole discretion, the number of the Participant's PSUs that will vest based on the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed.

Payment to Participants in respect of vested PSUs shall be made after the determination date for the applicable award and in any case within ninety-five (95) days after the last day of the performance cycle to which such award relates. Astron shall issue to the Participant the number of Astron Shares equal to the number of PSUs that have vested on the determination date.

Deferred Share Units

A DSU is a right granted to a Participant, as compensation for employment or consulting services or services as a director or officer, to receive, for no additional cash consideration, securities of Astron on a deferred basis upon specified vesting criteria being satisfied, subject to the terms and conditions of the Astron Option Plan and the applicable award agreement, and which may be paid in cash and/Astron Shares. DSUs may not be granted to any Participant performing investor relation activities.

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Subject to the provisions of the Astron Option Plan and such other terms and conditions as the Astron Board may prescribe, the Astron Board may, from time to time, grant awards of DSUs to directors in lieu of fees (including annual Astron Board retainers, chair fees, meeting attendance fees or any other fees payable to a director) or to other Eligible Persons as compensation for employment or consulting services. The number of DSUs to be credited to each Participant shall be determined by the Astron Board in its sole discretion in accordance with the Astron Option Plan. The number of DSUs shall be specified in the applicable award agreement. Each director may elect to receive any or all of his or her fees in DSUs under the Astron Option Plan.

The number of DSUs shall be calculated by dividing the amount of fees selected by a director by the Market Unit Price on the grant date (or such other price as required under the policies of the TSXV) which shall be the 10th business day following each financial quarter end. Any fractional DSU shall be rounded down and no payment or other adjustment will be made with respect to the fractional DSU.

No Deferred Share Units may vest before the date that is one year following the date of the award of the DSU.

Each Participant shall be entitled to receive, after the effective date that the Participant ceases to be an Eligible Person for any reason, on a day designated by the Participant and communicated to Astron by the Participant in writing at least 15 days prior to the designated day (or such earlier date after the Participant ceases to be an Eligible Person as the Participant and Astron may agree, which date shall be no later than one year after the date upon which the Participant ceases to be an Eligible Person) and if no such notice is given, then on the first anniversary of the effective date that the Participant ceases to be an Eligible Person, at the sole discretion of the Astron Board, either: (a) that number of Astron Shares equal to the number of vested DSUs credited to the Participant's account, such Astron Shares to be issued from treasury of Astron; or (b) a cash payment in an amount equal to the Market Unit Price on the next trading day after the Participant ceases to be an Eligible Person of the vested DSUs, net of applicable withholdings.

In the event that the value of a DSU would be determined with reference to a period ending prior to the termination of a blackout period, the cash payment of the value of the DSUs will be made to the Participant with reference to the five (5) trading days immediately following the termination of such blackout period.

Upon death of a Participant holding DSUs that have vested, the Participant's estate shall be entitled to receive, within 120 days after the Participant's death and at the sole discretion of the Astron Board, a cash payment or Astron Shares that would have otherwise been payable in accordance with the Astron Option Plan to the Participant upon such Participant ceasing to be an Eligible Person.

General Provisions of the Astron Option Plan Non-Transferability

No Astron Option or Performance-Based Award and no right under any such Astron Option or Performance-Based Award shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution and only then if permitted by the policies of the TSXV. No Astron Option or Performance-Based Award and no right under any such Astron Option or Performance-Based Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against Astron.

Black-out Periods

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In the event that the date provided for expiration, redemption or settlement of an award falls within a blackout period imposed by Astron pursuant to a trading policy as the result of the bona fide existence of undisclosed material information, the expiry date, redemption date or settlement date, as applicable, of the award shall automatically be extended to the date that is ten business days following the date of expiry of the blackout period which shall occur promptly following general disclosure of the undisclosed material information. Notwithstanding the foregoing, there will be no extension of any award if Astron (or the Participant) is subject to a cease trade order (or similar order under applicable law).

Deductions

Whenever cash is to be paid in respect of DSUs, Astron shall have the right to deduct from all cash payments made to a Participant any taxes required by law to be withheld with respect to such payments. Whenever Astron Shares are to be delivered in respect of Options, DSUs, RSUs or PSUs, Astron shall have the right to deduct from any other amounts payable to the Participant any taxes required by law to be withheld with respect to such delivery of Astron Shares, or if any payment due to the Participant is not sufficient to satisfy the withholding obligation, to require the Participant to remit to Astron in cash an amount sufficient to satisfy any taxes required by law to be withheld. At the sole discretion of the Astron Board, a Participant may be permitted to satisfy the foregoing requirement by, in accordance with the policies of the TSXV, delivering an irrevocable direction to a securities broker approved by Astron to sell all or a portion of the Astron Shares and delivering to Astron from the sales proceeds an amount sufficient to pay the required withholding taxes.

Amendments to the Astron Option Plan

The Astron Board may at any time or from time to time, in its sole and absolute discretion and without the approval of Astron shareholders, amend, suspend, terminate or discontinue the Astron Option Plan and may amend the terms and conditions of any Astron Options or Performance-Based Awards granted thereunder, subject to:

(a) any required disinterested shareholder approval to (A) reduce the exercise price of an award issued to an Insider or (B) extend the term of a Astron Option granted to an Insider, in either event in accordance with the policies of the TSXV;

(b) any required approval of any applicable regulatory authority or the TSXV; and

(c) any approval of Astron's shareholders as required by the policies of the TSXV or applicable law, provided that Astron's shareholder approval shall not be required for the following amendments and the Astron Board may make any changes which may include but are not limited to (except that the TSXV may require approval of Astron's shareholders for amendments pursuant to Sections C to G below):

A. amendments of a "housekeeping nature";

B. amendments for the purpose of curing any ambiguity, error or omission in the Astron Option Plan or to correct or supplement any provision of the Astron Option Plan that is inconsistent with any other provision of the Astron Option Plan;

C. amendments which are necessary to comply with applicable law or the requirements of the TSXV;

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D. amendments respecting administration and eligibility for participation under the Option Plan;

E. amendments to the terms and conditions on which Astron Options or Performance-Based Awards may be or have been granted pursuant to the Astron Option Plan including amendments to the vesting provisions and terms of any Astron Options or Performance-Based Awards;

F. with the exception of Astron Options granted to Persons performing investor relations activities, amendments which alter, extend or accelerate the terms of vesting applicable to any Astron Options or Performance-Based Awards; and

G. changes to the termination provisions of a Astron Option, Performance-Based Award or the Astron Option Plan which do not entail an extension beyond the original fixed term.

Term

The Astron Option Plan shall terminate automatically ten (10) years after the effective date of the Astron Option Plan and may be terminated on any earlier date as provided in the Astron Option Plan.

A copy of the Astron Option Plan is available for review on Astron's SEDAR+ profile at www.sedarplus.ca and at Astron's head office located at Suite 2501, 550 Burrard Street, Vancouver, British Columbia, Canada V6C 2B5 during normal business hours.

A complete copy of the Astron Option Plan is attached as Schedule "F" to this Filing Statement.

Prior Sales

Astron has issued the following securities for the twelve (12) month period preceding the date of this Filing Statement.

Date Issued	Type of Security	Price or Exercise Price	Number of Securities
February 26, 2026	Subscription Receipts	$0.05	47,800,000^{(1)}

(1) On February 26, 2026, Astron completed the Concurrent Financing of 47,800,000 Subscription Receipts at a price of $0.05 per Subscription Receipt for gross proceeds of $2,390,000.

Stock Exchange Price

The following table shows the high, low and closing prices and total trading volume of the Astron Shares on a monthly basis for each month of the quarter immediately preceding the current quarter, and on a quarterly basis for the preceding seven (7) quarters:

Period	High	Low	Close	Volume Traded
April 1, 2026 to May 14, 2026		No trades^{(1)}

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March 1, 2026 to March 31, 2026		No trades(1)
February 1, 2026 to February 28, 2026		No trades(1)
January 1, 2026 to January 31, 2026		No trades(1)
Quarter ended December 31, 2025		No trades(1)
Quarter ended September 30, 2025	$0.03	$0.02	$0.03	154,219
Quarter ended June 30, 2025	$0.03	$0.02	$0.02	143,740
Quarter ended March 31, 2025	$0.09	$0.02	$0.025	170,356
Quarter ended December 31, 2024	$0.03	$0.02	$0.03	644,785
Quarter ended September 30, 2024	$0.07	$0.02	$0.02	89,362
Quarter ended June 30, 2024	$0.03	$0.015	$0.03	81,130

(1) Trading in the Astron Shares on the TSXV was halted on August 29, 2025. The closing price of the Astron Shares on August 29, 2025, being the last date on which Astron Shares were traded prior to the imposition of the halt and the announcement of the Transaction, was $0.03.

Arm’s Length Transaction

The Transaction is an Arm’s Length Transaction.

Legal Proceedings

There are no material pending legal proceedings to which Astron is a party, or of which any of its property is the subject matter, nor is Astron aware that any such proceedings are contemplated.

Auditor, Transfer Agent and Registrar

Auditor

The auditor of Astron is Mao & Ying LLP, at its Vancouver office at Suite 1488, 1188 West Georgia Street, Vancouver, British Columbia, Canada V6E 4A2.

Transfer Agent and Registrar

The transfer agent of Astron is TSX Trust Company, at its Vancouver office, located at 733 Seymour Street, Suite 2310, Vancouver, British Columbia, V6B 0S6, Canada.

Material Contracts

Since incorporation, Astron has not entered into any contracts that are still in force that are material to investors in the Astron Shares, except:

the Service Agreement dated July 17, 2017 between Astron and TSX Trust Company;
the LOI, referred to under “Information Concerning Astron Connect Inc. – General Development of the Business – History”; and

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the Share Exchange Agreement, referred to under “Information Concerning Astron Connect Inc. – General Development of the Business – Description of the Transaction”.

Copies or forms of these agreements may be inspected without charge during regular business hours at the Company’s registered and records office at Suite 2501, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5, Canada, until thirty (30) days after the Closing. Copies or forms of these agreements may also be found under Astron’s profile on SEDAR+ at www.sedarplus.ca.

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INFORMATION CONCERNING INNOLINK NETWORK LTD.

Corporate Structure

Name and Incorporation

Innolink was incorporated under the provisions of the BCBCA under the name "Intellink Network Ltd." on June 16, 2023. On July 24, 2024, Innolink changed its name from "Intellink Network Ltd." to "Innolink Network Ltd.". Innolink's head office is located 8303 – 4888 Vanguard Road, Richmond, British Columbia, V6X 2P8, Canada and its registered and records office is located at Suite 300 - 7480 Westminster Highway, Richmond, British Columbia, V6X 1A1, Canada.

None of the Innolink Shares have been traded or listed for trading on any stock exchange.

Intercorporate Relationships

Innolink does not have any subsidiaries.

General Development of the Business

History

Innolink was incorporated on June 16, 2023, and is a Canadian technology firm specializing in secure, customizable, and end-to-end artificial intelligence ("AI") infrastructure and enterprise-grade private deployment solutions.

On June 16, 2023, Innolink issued one Innolink Class "A" Share at a price of $1.00 per Innolink Class "A" Share for total proceeds of $1.00.

On June 16, 2023, Innolink issued 99 Innolink Class "A" Shares at a price of $1.00 per Innolink Class "A" Share for total proceeds of $99.

On June 16, 2023, Innolink issued one thousand Innolink Class "B" Shares for total consideration of $1.00. These Innolink Class "B" Shares were subsequently cancelled.

On July 1, 2024, Innolink entered into a sub-lease agreement with a related party month by month. Innolink agreed to pay a monthly fee of $1,883 for office rent. During the year ended June 30, 2025, Innolink recorded $22,660 in rent fees. In July 2025, Innolink amended the sub-lease agreement, whereby the monthly rent was increased to $3,708 for the period from July 1, 2025 to November 30, 2025 and to $3,800 for the period from December 1, 2025 to June 30, 2026.

On August 18, 2024, Innolink entered into a sub-lease agreement with a related party month by month. Innolink agreed to pay a monthly fee of $1,094 for office rent. During the year ended June 30, 2025, Innolink recorded $12,035 in rent. Innolink has applied for the short-term lease exemption for this lease.

On September 12, 2025, Innolink entered into a loan agreement with Seikou Japan Co., Ltd., Innolink's majority shareholder holding 85% equity interest, with respect to the Innolink Shareholder Loan. The principal and accrued interest are due upon the earliest of the following events (i) on or before December 31, 2025, upon delivery of a written notice of early repayment of the loan by the lender ("Early

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Repayment Notice"), whereby the Innolink Shareholder Loan and all the unpaid and accrued interest shall be repaid within five (5) business days from the date of the Early Repayment Notice; or (ii) the closing of a placement as defined in the loan agreement, being a public or private offering made concurrently with a public listing of Innolink's Class "A" Shares on a recognized stock exchange in or outside of Canada; or (iii) September 15, 2027.

On May 14, 2026 Innolink settled the Innolink Shareholder Loan by converting the total outstanding amount into 25 Innolink Class "A" Shares, which will be exchanged for 15,000,000 of the total 75,000,000 Consideration Shares issuable upon closing of the Transaction.

Description of the Transaction

LOI

On September 12, 2025, following arm's length negotiations, Astron and Innolink entered into the LOI pursuant to which Astron and Innolink agreed to negotiate a Transaction on the terms and conditions set forth therein.

Share Exchange Agreement

Effective October 27, 2025, Innolink entered into the Share Exchange Agreement with Astron and the Innolink Shareholders, a copy of which is available under Astron's profile on SEDAR+. Pursuant to the terms of the Share Exchange Agreement, Astron will acquire all of the outstanding Innolink Shares from the Innolink Shareholders in consideration for the issuance of an aggregate 75,000,000 Consideration Shares to the Innolink Shareholders, at a deemed price of $0.05, per Consideration Share. For more information on the Transaction and the Share Exchange Agreement, see "Information Concerning Astron Connect Inc. – General Development of the Business – Description of the Transaction".

Narrative Description of the Business

General

Innolink is a Canadian 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, sale of computing parts and resale 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. The Company is 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 $^{1}$ , Retrieval-Augmented

$^{1}$ Kubernetes-based orchestration is the automated management of containerized applications using Kubernetes, an open-source platform that handles deployment, scaling, networking, and lifecycle operations across clusters of machines. It is the backbone of modern cloud-native infrastructure.

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Generation ("RAG")², Knowledge Graphs³, Dify⁴/N8N⁵ pipelines, Virtual Large Language Model ("vLLM")⁶ inference, Model Context Protocol ("MCP")⁷ and Agent-to-Agent ("A2A")⁸ communication frameworks. The goal was to identify optimal deployment practices that balance cost, performance, and security for SMEs requiring in-house or self-hosted AI solutions.

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:

Hardware Layer: High-performance GPU clusters, HPC servers with GPUs, high-speed networking, and scalable storage systems.
System Layer: Kubernetes-based orchestration, containerized deployment, and optimized operating environments.

² Retrieval-Augmented Generation is a technique that enhances the performance of Large Language Models (“LLMs”) by combining them with real-time information retrieval from external sources before generating responses. This allows models to produce more accurate, up-to-date, and contextually relevant outputs.

³ Knowledge Graphs are structured representations of real-world entities and their relationships, organized as nodes and edges in a graph format to enable intelligent data understanding and reasoning. Knowledge Graphs help both humans and machines make sense of complex, interconnected information.

⁴ Dify is an open-source platform designed to simplify the development and deployment of Generative AI applications powered by LLMs.

⁵ N8N is an open-source, low-code workflow automation platform designed for technical teams and power user to automate repetitive tasks and connect different applications and services by building workflows using a visual, node-based editors.

⁶ vLLM is an open-source inference and serving engine designed to make large language models (LLMs) faster, more memory-efficient, and easier to deploy at scale and is especially useful for running models like GPT-4 or LLaMA in real-time applications. LLaMA (stands for Large Language Model Meta AI) is a family of open-source large language models developed by Meta AI, designed for natural language understanding and generation and is widely used in research, development, and real-world AI applications due to its flexibility, scalability, and performance.

⁷ MCP is an open-source standard that enables AI models, especially LLMs, to interact seamlessly with external tools, data sources, APIs, and memory systems. It’s designed to make AI agents more capable, connected, and context-aware.

⁸ A2A communication framework is an open protocol that enables autonomous AI agents, built by different developers or using different frameworks, to interact, collaborate, and complete tasks together. It is a foundational technology for building multi-agent systems that work seamlessly across platforms.

AI Framework Layer: Training and inference frameworks such as PyTorch $^{9}$ , TensorFlow $^{10}$ , TensorRT $^{11}$ , and vLLM.
Data & Middleware Layer: RAG, knowledge graphs, and automation pipelines (e.g., Dify, N8N).
Application Layer: AI model customization, intelligent agent platforms, and industry-specific AI solutions.
Security & Operations Layer: Data governance, access control, monitoring, and compliance frameworks.

Innolink's HPC Infrastructure & System Integration services encompass AI computing cluster deployment, including GPU server selection, hardware architecture design, network configuration, NeoCloud $^{12}$ , Kubernetes-based orchestration, performance optimization, and long-term system maintenance. Clients gain access to proprietary tools for resource scheduling, workload monitoring, and security management. Revenue is generated through hardware resale, professional service fees, integration consulting, system deployment, and long-term support contracts. Clients benefit from improved model inference speeds, enhanced cybersecurity, and AI-specific IT performance optimization, all supported by an end-to-end infrastructure framework purpose-built for enterprise AI adoption.

Innolink is also developing its private deployment of LLMs for industries with strict data privacy requirements, such as finance, healthcare, legal, and government. By self-hosting models like LLaMA 3, DeepSeek $^{13}$ , and Qwen $^{14}$ on client-owned infrastructure, Innolink ensures that all AI computation and data processing remain within the client's secure environment. Services include model fine-tuning with proprietary data, integration of RAG and knowledge graphs, and the development of intelligent agents and business automation tools. This enables clients to build high performance, domain specific AI systems with lower latency, improved reliability, and complete data sovereignty. Revenue is generated through consulting fees, private cloud deployment, intelligent agent development, ongoing support retainers, and model upgrades. Innolink's offering appeals to SMEs looking for scalable, secure, and customizable AI systems without relying on public cloud APIs, giving them full control over cost, compliance, and operational independence.

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In line with its existing capabilities and business strategy, Innolink is expanding its IaaS for AI Workloads. To support the Innolink's own SMEs and international clients lacking in-house AI computing resources, Innolink plans to expand its GPUaaS¹⁵ and edge-node hosting capabilities. Through its co-located data center infrastructure, Innolink will offer elastic computing resources (RTX 5090/L80/6000 pro GPU clusters¹⁶), managed hosting of custom AI environments, and private node deployment in strategic geographies. Revenue is generated through metered GPU leasing, full-node rental, managed hosting services, and professional services such as onboarding, monitoring, and uptime guarantees.

In addition to providing computational power for internal operations and client engagements, Innolink intends to monetize its GPU infrastructure by offering excess capacity through third-party platforms specializing in GPUaaS. These platforms, such as those operated by NeoClouds providers, manage large-scale GPU clusters and enable on-demand access for high-performance computing tasks, including AI model training, inference, and other data-intensive workloads. This strategy allows Innolink to generate additional revenue while maximizing utilization of its hardware assets.

This initiative aligns with the Innolink's strategy of maximizing the utilization of its hardware assets and capitalizing on growth opportunities within the broader digital ecosystem.

Market - The industry trends

In the current AI-driven economy, enterprise adoption of artificial intelligence is accelerating at an unprecedented pace, but the technical and regulatory requirements for deployment are evolving just as rapidly. Organizations face the dual challenge of achieving competitive advantage through AI while maintaining full control over data, compute resources, and operational security. This has driven strong demand for secure, high-performance, and customizable AI infrastructure that can be deployed on-premises, in private clouds, or in hybrid environments to meet both performance and compliance objectives.

Innolink operates at the convergence of HPC, large-scale AI model deployment, and sovereign cloud architectures. Its solutions enable enterprises, particularly SMEs, to integrate AI capabilities without reliance on public hyperscale providers, thereby mitigating risks related to latency, data residency, intellectual property leakage, and vendor lock-in. Innolink's approach combines advanced AI architectures, optimized model-serving frameworks, and hardware acceleration to deliver enterprise-grade AI systems under complete client control.

According to Research and Markets about the AI Infrastructure Market¹⁷, the global AI infrastructure market was valued at approximately US $135.8 billion in 2024 and is projected to reach US $394.5 billion by 2030, representing a compound annual growth rate ("CAGR") of 19.4%. According to Market.us, https://market.us/report/north-america-ai-server-market/, the North America AI Server Market size was approximately $13.78 billion USD in 2023 and increase to $161.7 billion USD in 2034, the market

¹⁵ GPUaaS (GPU-as-a-Service) is a cloud-based solution that provides on-demand access to powerful GPUs without requiring users to invest in or manage physical GPU hardware. It enables scalable, cost-effective computing for tasks that demand high parallel processing power, such as AI, machine learning, and 3D rendering.

¹⁶ RTX 5090, L80, and RTX 6000 Pro GPU clusters refer to high-performance multi-GPU setups built using NVIDIA's latest graphics cards, designed for demanding workloads like AI training, large language model inference, and scientific simulations.

¹⁷ Source: https://www.researchandmarkets.com/report/ai-infrastructure?srsltid=AfmBOoqQ0Eh1DN9_Yv6Bw-WDtJ86X_38zV0a13OcgSD_cWm36-mklf_C&utm_source=chatgpt.com

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expanding due to the increasing complexity of data, the growing need for data privacy, and the escalating demand for real-time processing capabilities.

Consegic Business Intelligence Private Cloud Market¹⁸, states that the private cloud market is forecast to grow from US $130.4 billion in 2024 to US $265.8 billion by 2032, reflecting enterprise demand for data residency control, compliance with jurisdiction-specific regulations, and performance predictability. Research by EnterpriseDB¹⁹, indicates that 97% of enterprise leaders consider the development of proprietary AI and data platforms to be mission-critical to their digital transformation roadmaps. According to McKinsey's most recent Global Survey on AI²⁰, 78% of enterprises report using generative AI in some form, yet most have not realized measurable bottom-line returns.

Market Plan and Strategy

Geographic and Industry Expansion: Innolink aims to expand its operations by strengthening its technological capabilities, deepening relationships with key clients, broadening its product and service offerings, and extending its geographical reach. This includes strategic entry into new international markets and verticals, particularly in regions where demand for AI infrastructure and private deployment services is growing rapidly.
B2B Client Acquisition and Strategic Partnerships: To attract more hardware and software enterprise clients, Innolink utilizes an omni-channel marketing strategy that includes digital advertising, targeted email campaigns, social media engagement, and affiliate networks. Additionally, Innolink intends to establish referral-based partnerships with professional firms such as law firms, accounting practices, financial institutions, and telecommunications companies to drive organic growth through word-of-mouth and trusted business networks.
Expansion into Emerging Technologies and Global Markets: While Innolink's initial focus has been on the Canadian and Asian markets, it is actively exploring opportunities in other jurisdictions and adjacent technology sectors. These may include expanded AI services, edge computing, or decentralized infrastructure solutions, enabling it to deliver a more comprehensive, globally scalable suite of products to enterprise clients.
Continued Investment in R&D and Vertical Solutions: Innolink is committed to ongoing investment in research and development, with a particular focus on private AI deployments and domain-specific innovation. Innolink will continue developing tailored solutions for high-value verticals such as banks, law firms, accounting firms, investment institutions, and telecommunications providers. These efforts will strengthen its domain expertise and enable it to offer industry-specific solutions that meet complex operational, regulatory, and performance requirements. By integrating proprietary software applications with its full-stack AI infrastructure services, Innolink aims to deliver highly customized and effective solutions for enterprise clients across its target markets.

¹⁸ Source: https://www.consegicbusinessintelligence.com/private-cloud-market?utm_source=chatgpt.com
¹⁹ Source: https://www.raconteur.net/risk-regulation/from-compliance-to-control-mastering-ai-and-data-sovereignty?utm_source=chatgpt.com
²⁰ Source: https://www.mckinsey.com/capabilities/quantumblack/our-insights/seizing-the-agentic-ai-advantage?utm_source=chatgpt.com#

M&A Growth: Innolink aims to capture growth through strategic alliances and targeted acquisitions, a proven approach that played a role in its formation. While no agreements are currently in place, Innolink will selectively pursue opportunities to enhance industry-specific technology, strengthen service delivery, expand its client base, and deepen relationships with key participants in the financial, telecommunication, and technology sectors. Innolink's focus includes broadening its service portfolio, extending geographic reach, and improving its ability to meet evolving client needs. Through disciplined evaluation and integration of partners or acquisition targets, Innolink seeks to accelerate innovation, enhance operational efficiency, and create long-term value for stakeholders.

Employees

As of the date of this Filing Statement, Innolink has no employees. Business operations are managed by Innolink's management team and supplemented from time-to-time by the engagement of consultants and contracted local workforce, as necessary.

Selected Consolidated Financial Information and Management's Discussion and Analysis

Summary Information

Schedule "C" to this Filing Statement contains the Innolink Financial Statements. The following table sets forth selected information regarding the expenses of Innolink for the fiscal year ended June 30, 2025 and for the period June 16, 2023 (incorporation) to June 30, 2024 and for the six month period ended December 31, 2025. Such information is derived from the Innolink Financial Statements and should be read in conjunction therewith:

Expenses	Six Months Ended December 31, 2025 (unaudited) ($)	Fiscal Year Ended June 30, 2025 (audited) ($)	Period June 16, 2023 (incorporation) to June 30, 2024 (Audited) ($)
Sales income	286,721	3,818,635	15,000
Cost of sales	(246,996)	(3,598,394)	(13,500)
Total assets	825,848	363,850	15,086
Total liabilities	850,542	348,134	25,033
Basic and diluted loss per Innolink Share	(404.10)	266.63	(110.47)
Total expenses	(65,020)	204,815	12,547
Net income (loss) and comprehensive income (loss)	(40,410)	26,663	(11,047)

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Management's Discussion and Analysis

Innolink's MD&A for the fiscal year ended June 30, 2025 and for the six month period ended December 31, 2025 are attached as Schedule "D" to this Filing Statement. The MD&A should be read in conjunction with the Innolink Financial Statements, which are attached as Schedule "C" to this Filing Statement. The foregoing documents also available upon request without charge from Innolink's head office located at 10013 River Drive, Unit 2035, Richmond, British Columbia, V6X 0N2, Canada.

Trends

See "Information Concerning Innolink Network Ltd. – Narrative Description – Market Plan and Strategy" for a discussion of trends reasonably expected to have a material effect on Innolink's business, financial condition, or results of operation.

Description of the Innolink Shares

The authorized share capital of Innolink consists of an unlimited number of Innolink Class "A" Shares without par value, an unlimited number of Innolink Class "B" Shares without par value, an unlimited number of Class "C" Shares without par value and an unlimited number of Class "D" Shares without par value.

Innolink Class "A" Shares

As of the date of this Filing Statement, there were 125 Innolink Class "A" Shares issued and outstanding.

Holders of Innolink Class "A" Shares are entitled to one vote for each Innolink Class "A" Share held at all meetings of Innolink Shareholders, to receive dividends if, as and when declared by the Innolink Board, and to participate rateably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of Innolink. The Innolink Shares carry no pre-emptive rights, conversion or exchange rights, or redemption, retraction, repurchase, sinking fund or purchase fund provisions. There are no provisions requiring a holder of Innolink Shares to contribute additional capital, and no restrictions on the issuance of additional securities by Innolink. There are no restrictions on the repurchase or redemption of Innolink Shares by Innolink except to the extent that any such repurchase or redemption would render Innolink insolvent.

Innolink Class "B" Shares

As of the date of this Filing Statement, there are no Innolink Class "B" Shares issued and outstanding.

Holders of Innolink Class "B" Shares are not entitled to receive notice of and to attend at and to vote at any general meeting of the Innolink Shareholders, except meetings of the holders of Innolink Class "B" Shares. The holders of the Innolink Class "B" Shares shall be entitled to dividends at such times and in such amounts as the directors may in their discretion from time to time declare. Dividends may be declared and paid at any time on any class of shares of Innolink to the exclusion of any other class as determined by the Innolink Board in their sole discretion.

Innolink Class "C" Shares

As of the date of this Filing Statement, there are no Innolink Class "C" Shares issued and outstanding.

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Holders of Innolink Class "C" Shares are not entitled to receive notice of and to attend at and to vote at any general meeting of the Innolink Shareholders, except meetings of the holders of Innolink Class "C" Shares. The holders of the Innolink Class "C" Shares shall be entitled to dividends at such times and in such amounts as the directors may in their discretion from time to time declare. Dividends may be declared and paid at any time on any class of shares of Innolink to the exclusion of any other class as determined by the Innolink Board in their sole discretion.

Innolink Class "D" Shares

As of the date of this Filing Statement, there are no Innolink Class "D" Shares issued and outstanding.

Holders of Innolink Class "D" Shares are not entitled to receive notice of and to attend at and to vote at any general meeting of the Innolink Shareholders, except meetings of the holders of Innolink Class "D" Shares. The holders of the Innolink Class "D" Shares shall be entitled to dividends at such times and in such amounts as the directors may in their discretion from time to time declare. Dividends may be declared and paid at any time on any class of shares of Innolink to the exclusion of any other class as determined by the Innolink Board in their sole discretion.

Redemption on all Innolink Shares

Innolink may, at any time, redeem any Innolink Share from any class of Innolink Shares in accordance with the following rules and procedures by paying to the holder of such Innolink Share the Redemption Amount (as defined below) thereof together with an amount equal to any dividends declared but unpaid thereof (the in the aggregate, the "Redemption Price"):

(a) Innolink shall, at least 30 days before any redemption is to take place give notice of redemption to each person who at the date the notice is given is a holder of an Innolink Share to be redeemed, but accidental failure to give any such notice to one or more of such holders shall not affect the validity of the redemption;

(b) a notice of redemption shall specify the date on which the redemption is to take place, the Redemption Price and, if fewer than all the outstanding Innolink Shares are to be redeemed, the aggregate number thereof to be redeemed, and the number to be redeemed from the holder to whom the notice is addressed;

(c) on or after the date specified for redemption, Innolink shall, on the holder's presentation and surrender to Innolink of the certificate representing an Innolink Share to be redeemed, pay or cause to be paid to or to order of the holder of such Innolink Share the Redemption Price therefore;

(d) an Innolink Share in respect of which the Redemption Price is paid as provided herein shall thereupon be and be deemed to be redeemed and the certificate representing the Innolink Share shall be cancelled;

(e) if fewer than all the Innolink Shars presented by any certificate are redeemed, a new certificate for the balance shall be issued at the expense of Innolink;

(f) after the date specified for redemption, the holder of an Innolink Share to be redeemed shall not be entitled to exercise any of the rights of an Innolink Shareholder in respect thereof unless

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payment of the Redemption Price is not made on presentation of the certificate therefore, in which case the rights of such holder shall remain unaffected;

(g) if the holder of an Innolink Share to be redeemed fails to present and surrender the certificate representing such Innolink Share within 15 days after the date specified for redemption, Innolink may deposit the Redemption Price of such Innolink Share to a special account in any chartered bank or trust company in British Columbia to be paid without interest to or to the order of such holder upon presentation and surrender to such bank or trust company of the certificate, and upon the making of such deposit every Innolink Share in respect of which the deposit is made shall be deemed to be redeemed and the rights of the holder thereof shall be limited to receiving without interest the Redemption Price thereof against presentation and surrender of that certificate;

(h) the holder of an Innolink Share to be redeemed may by instrument in writing waive notice of redemption of such Innolink Share;

(i) where a notice of redemption has been given, no transfer of any Innolink Share to be redeemed may be made by the holder thereof unless the holder's rights with respect to that Innolink Share have been restored under sub-paragraph (f);

(j) the Redemption Amount of each Innolink Class “A” Share shall be determined in the discretion of the Innolink Board;

(k) the Redemption Amount of each Innolink Class “B” Share shall be determined in the discretion of the Innolink Board;

(l) the Redemption Amount of each Innolink Class “C” Share shall be determined in the discretion of the Innolink Board; and

(m) the Redemption Amount of each Innolink Class “D” Share shall be determined in the discretion of the Innolink Board.

Consolidated Capitalization

The following table sets out any material change in, and the effect of the material change on, the share and loan capital of Innolink, on a consolidated basis, since June 30, 2025:

Designation of Security	Amount Authorized	Number of Innolink Securities outstanding as at June 30, 2025	Number of Innolink securities outstanding as at the date of this Filing Statement
Innolink Class “A” Shares	Unlimited	100	125
Innolink Class “B” Shares	Unlimited	Nil	Nil
Innolink Class “C” Shares	Unlimited	Nil	Nil

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Innolink Class “D” Shares	Unlimited	Nil	Nil

Prior Sales

On May 14, 2026 Innolink settled the Innolink Shareholder Loan by converting the total outstanding amount into 25 Innolink Class “A” Shares, which will be exchanged for 15,000,000 of the total 75,000,000 Consideration Shares issuable upon closing of the Transaction.

Stock Exchange Price

The Innolink Shares are not listed on the TSXV or any other Canadian or foreign stock exchange and are not traded on any Canadian or foreign market.

Executive Compensation

The following table sets forth all compensation paid to or earned by Innolink’s Named Executive Officers for the fiscal year ended June 30, 2025 and for the period June 16, 2023 (incorporation) to June 30, 2024:

| Non-Equity Inventive Plan Compensation
($) | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name and Principal Position | Fiscal Year | Salary ($) | Share-Based Awards ($) | Option-Based Awards ($) | Annual Incentive plans | Long-term Incentive plans | Pension Value ($) | All Other Compensation ($) | Total Compensation ($) |
| Qi Zhang(3) | 2025(1) | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| CEO, CFO and Director | 2024(2) | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Miao Tan(4) | 2025(1) | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Director | 2024(2) | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |

(1) Year ended June 30, 2025.
(2) Period June 16, 2023 (incorporation) to June 30, 2024.
(3) Qi Zhang has been the CEO, CFO and a director of Innolink since June 27, 2025.
(4) Miao Tan was a director of Innolink from June 16, 2023 to June 27, 2025.

Management Contracts

As of the date of this Filing Statement, Innolink has not entered into any management agreements with its sole director.

Indebtedness of Officers and Directors

No director or executive officer of Innolink, nor any Associate or Affiliate thereof, is or has been indebted to Innolink or any Innolink Affiliate or Associate at any time since the commencement of Innolink’s last fiscal year.

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Non Arms' Length Party Transactions

During the year ended June 30, 2025, Innolink incurred $40,910 for equipment rental to Inforcube HK Company Limited ("Infocube HK"), an entity related to Innolink by a common director. As at June 30, 2025, Innolink had a balance of $13,500 owing to Infocube HK.

During the year ended June 30, 2025, a company controlled by Qi Zhang, the CEO, CFO and a director of Innolink charged $12,035 in rent expense relating to the administrative office.

During the year ended June 30, 2025, a company controlled by Qi Zhang, the CEO, CFO and a director of Innolink charged $22,660 in rent expense relating to the warehouse space.

As at June 30, 2025, Innolink had a balance of $138,499 due from Newgtech Technology Ltd. This advance represents a prepayment for future compensation costs payable to Innolink. As at June 30, 2024, Innolink had a balance of $1,533 owing to Newgtech Technology Ltd.

As at June 30, 2025, Innolink had a balance of $1,600 owing to 1054817 B.C. Ltd., an entity controlled by the spouse of Qi Zhang, the CEO, CFO and a director of Innolink.

Legal Proceedings

There are no material pending legal proceedings to which Innolink is a party, or of which any of its property is the subject matter, nor is Innolink aware that any such proceedings are contemplated.

Auditors

The auditor of Innolink is Mao & Ying LLP, at its Vancouver office at Suite 1488, 1188 West Georgia Street, Vancouver, British Columbia, Canada V6E 4A2.

Material Contracts

The following is a list of all material contracts entered into by Innolink, other than contracts in the ordinary course of business, within the two years before the date of this Filing Statement:

the Share Exchange Agreement, referred to under "Information Concerning Astron Connect Inc. – General Development of the Business – Description of the Transaction"; and
the Escrow Agreement.

Copies of the material contracts will be available for inspection without charge at Innolink's head office located at 10013 River Drive, Unit 2035, Richmond, British Columbia, V6X 0N2, Canada.

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INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-Transaction basis and is reflective of the projected pro forma business, financial and share capital position of the Resulting Issuer assuming completion of the Transaction. It should be read in conjunction with the information concerning the Transaction appearing elsewhere in this Filing Statement. As the Resulting Issuer will be the same corporate entity as Astron which will carry on the business currently carried on by Innolink following the Transaction, this section only includes information respecting Astron and Innolink after the Transaction that is materially different from information provided elsewhere in the Filing Statement regarding Astron and Innolink pre-Closing. See "Information Concerning Astron Connect Inc." and "Information Concerning Innolink Network Ltd." for additional information regarding Astron and Innolink, respectively.

Corporate Structure

Name and Incorporation

Following the Closing, the Resulting Issuer's jurisdiction of incorporation is expected to remain the same as Astron. The name of the Resulting Issuer shall remain as Astron Connect Inc. The Resulting Issuer Shares are expected to be listed on the TSXV under the trading symbol "AST".

It is expected that the head office and principal address of the Resulting Issuer will be located at , and the registered and records office will be Suite 2501, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5, Canada.

Intercorporate Relationships

The following table describes the Resulting Issuer's subsidiaries following completion of the Transaction, their place of incorporation, continuance or formation, and the percentage of the outstanding voting securities of them that will be beneficially owned, controlled or directed by the Resulting Issuer:

Name of Subsidiary	Percentage of Voting Securities Owned	Jurisdiction of Incorporation of Continuance
Innolink Network Ltd.	100%	British Columbia
Sachiel Holdings Ltd.	100%	British Columbia
Sachiel Water Inc.	100%	British Columbia
Manna Resources Inc.	100%	British Columbia

Narrative Description of the Business

Principal Business

After completion of the Transaction, the business of the Resulting Issuer will be the business of Innolink. See "Information Concerning Innolink Network Ltd. – Narrative Description of the Business" for additional information regarding Innolink's principal business.

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Stated Business Objectives

The business objectives of the Resulting Issuer following Closing will be the business objectives of Innolink. See "Information Concerning Innolink Network Ltd. – Narrative Description of the Business" for more information.

Milestones and Business Objectives

The following table sets out the Resulting Issuer's targeted business milestones, as well as the expected timeframe for, and cost of, achieving same following the Closing:

Timeframe	Business Objectives	Business Milestone	Estimated Costs ($)
12 months	Increase high-performance computing (HPC) machines inventory	AI training station purchases (containing 20-30 GPUs in aggregate).	$250,000
12 months	Infrastructure and System Integration Project Services	Infrastructure upgrades, including network enhancements, and hosting optimization.	$800,000
12 months	Private deployment of large language models for industries with strict data privacy requirements	Technology upgrades, including the engagement of technical consultants.	$100,000
12 months	Server rack Management	Server rack amount increasing for more capacity and subleasing services to support clients requiring secure, high-performance hosting environments for their AI workloads.	$150,000
12 months	GPU-as-a-Service (GPUaaS) to clients requiring on-demand compute power for AI model training, software development, and private LLM deployment	Workstation purchases (containing 4-6 GPUs in aggregate).	$50,000
3 months	Operation and Development of AST	Website upgrade, including product listing updates and payment system optimization	$5,000

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Within 9 months of the Listing Date, and ongoing as needed	Marketing and social media campaign	Create marketing plans and initiate social media, advertising, and attend trade shows and conventions	$145,000
Total			$1,500,000

While the Resulting Issuer intends to pursue these milestones, there may be circumstances where, for valid business reasons, a re-allocation of efforts may be necessary or advisable. Accordingly, any delays in any of the milestones above may result in a delay of the timeframe to complete the affected milestones.

Description of the Securities

The authorized capital of the Resulting Issuer will consist of an unlimited number of Resulting Issuer Shares without par value and an unlimited number of Resulting Issuer Preferred Shares.

Resulting Issuer Shares

The rights and restrictions attached to the Resulting Issuer Shares are expected to be substantially the same as those of the Astron Shares, as described under the heading “Information Concerning Astron – Description of Securities”.

Following the Closing, there are expected to be 156,821,240 Resulting Issuer Shares issued and outstanding, on an undiluted basis.

Resulting Issuer Preferred Shares

Following the Closing, there are expected to be nil Resulting Issuer Preferred Shares issued and outstanding, on an undiluted basis.

Pro Forma Consolidated Capitalization

The following table sets out the undiluted pro forma share capitalization of the Resulting Issuer, on a consolidated basis, following the Closing. The information should be read in conjunction with the Pro Forma Financial Statements attached as Schedule “E”, which provide additional information.

Designation of Security	Amount to be authorized	Amount outstanding at Closing after giving effect to the Concurrent Financing
Resulting Issuer Shares	Unlimited	156,821,240 Resulting Issuer Shares^{(1)}

(1) Calculated on an undiluted basis based on 156,821,240 Resulting Issuer Shares expected to be issued and outstanding following completion of the Transaction, assuming an aggregate of 30,271,240 Astron Shares issued and outstanding as of the date of this Filing Statement, an aggregate of 75,000,000 Consideration Shares to be issued in exchange for the 125 outstanding Innolink Shares, 47,800,000 Astron Shares to be issued in connection with the closing of the Concurrent Financing, and 3,750,000 Astron Shares to be issued as a finder’s fee in connection with the Transaction.

As at the date of this Filing Statement and following the satisfaction of the Escrow Release Conditions, the Resulting Issuer will have a working capital of approximately $2,226,000 on a consolidated basis. Other

than as disclosed herein, there were no material changes in the loan capital of the Resulting Issuer, on a consolidated basis, since December 31, 2025.

Fully Diluted Share Capital

The following table sets out the expected fully diluted share capital of the Resulting Issuer following the Closing:

Designation of Security	Number	Percentage [%]
Resulting Issuer Shares outstanding	204,621,240^{(1)}	100%^{(1)}
Fully-Diluted Total	204,621,240^{(1)}	100%^{(1)}

(1) Calculated on a fully diluted basis based on 156,821,240 Resulting Issuer Shares expected to be issued and outstanding following completion of the Transaction, assuming an aggregate of 30,271,240 Astron Shares issued and outstanding as of the date of this Filing Statement, an aggregate of 75,000,000 Consideration Shares to be issued in exchange for the 125 outstanding Innolink Shares, 47,800,000 Astron Shares to be issued in connection with the closing of the Concurrent Financing, and 3,750,000 Astron Shares to be issued as a finder's fee in connection with the Transaction, as well as 47,800,000 Astron Shares to be issued upon the exercise of the Astron Warrants.

Available Funds and Principal Purposes

Funds Available

Astron and Innolink had a combined working capital deficit (on an unaudited basis) of approximately $164,000 as at April 30, 2026 based on estimated working capital deficit of Astron of $267,000 and estimated working capital of Innolink of $103,000, assuming the conversion of the Shareholder Loan. Upon satisfaction of the Escrow Release Conditions, additional net proceeds of $2,390,000 will be added to the combined working capital of the Resulting Issuer.

Based on these working capital positions, and assuming completion of the Transaction, the estimated funds available to the Resulting Issuer will be as follows:

Sources	Concurrent Financing ($)
Estimated Astron working capital deficit as at April 30, 2026 (unaudited)	(267,000)
Estimated Innolink working capital as at April 30, 2026 (unaudited)^{(1)}	103,000
Net proceeds of Concurrent Financing	2,390,000
Estimated funds available to the Resulting Issuer upon completion of the Transaction	2,226,000

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The amounts shown in the table above are estimates only and are based upon the information available to Astron and Innolink as of the date hereof. The intended uses of such funds and/or the Resulting Issuer's development capital needs may vary based upon a number of factors and variances may be material.

Principal Purposes of Funds

The following table sets out information respecting the Resulting Issuer's intended principal uses of funds for the twelve (12) months following the completion of the Transaction. The intended uses of funds may vary based upon a number of factors and variances may be material. The amounts shown in the table are estimates only and are based upon the information available to Innolink and Astron as of the date hereof: For additional information with respect to the expected use of funds, see the section entitled "Information Concerning the Resulting Issuer – Milestones".

Use of Funds	Concurrent Financing ($)
IT revenue generating activities including infrastructure setup, GPU leasing, software development, and client-side deployment for enterprise contracts	1,500,000
Legal and Professional Services^{(1)}	50,000
TSXV Filing Fees	20,000
General and Administrative^{(2)}	300,000
Unallocated Working Capital	356,000
Total	2,226,000

(3) Includes payments related to the completion of the Transaction, legal fees, auditor review fees, Transfer Agent fees, and other expenses incurred or expected to be incurred in connection with the Transaction.
(4) Includes payments related to management fees, office expenses, insurance expenses, travel expenses and other reporting issuer related expenses.

There may be circumstances where, for sound business reasons, the Resulting Issuer reallocates available funds. The Resulting Issuer may require additional funds in order to fulfill all of the Resulting Issuer's expenditure requirements and to meet its objectives, in which case the Resulting Issuer expects to either issue additional securities or incur indebtedness. There is no assurance that additional funding will be available to the Resulting Issuer if required.

Dividends or Distributions

The Resulting Issuer does not currently intend to declare any dividends payable to the holders of the Resulting Issuer Shares. The Resulting Issuer has no restrictions on paying dividends, but if the Resulting Issuer generates earnings in the foreseeable future, it expects that they will be retained to finance growth. The Resulting Issuer Board will determine if and when dividends should be declared and paid in the future based upon the Resulting Issuer's financial position at the relevant time.

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Principal Securityholders

Following the Closing, it is expected that each of the following Persons are expected to own, of record or beneficially, directly or indirectly, or exercise control or direction over, more than 10% of the Resulting Issuer Shares, following the Closing:

Name	Number of Resulting Issuer Shares	Percentage^{(1)} (%)
Seikou Japan Co., Ltd.^{(2)}	66,000,000	42.1%^{(1)}
1504817 B.C. Ltd.^{(3)}	9,000,000	5.7%^{(1)}
Total	75,000,000	47.8%^{(1)}

(1) Calculated on an undiluted basis based on 156,821,240 Resulting Issuer Shares expected to be issued and outstanding following completion of the Transaction, assuming an aggregate of 30,271,240 Astron Shares issued and outstanding as of the date of this Filing Statement, an aggregate of 75,000,000 Consideration Shares to be issued in exchange for the 125 outstanding Innolink Shares and shareholder's loan, 47,800,000 Astron Shares to be issued in connection with the closing of the Concurrent Financing, and 3,750,000 Astron Shares to be issued as a finder's fee in connection with the Transaction.

(2) The controlling shareholders of Seikou Japan Co., Ltd. is Jiewei Xue.

(3) The controlling shareholders of 1504817 B.C. Ltd. are Qi Zhang as to 49% and Miao Tan as to 51%.

Directors, Officers and Promoters

In connection with the Closing, it is expected that the Resulting Issuer's Board will be restructured to consist of five directors consisting of the current Astron Board, being S. Randall Smallbone, Iris Duan, Herrick Lau and Wei Kang, and Qi Zhang.

The table below sets out the name, municipality and province of residence, position with the Resulting Issuer, current principal occupation, and the number and percentage of Resulting Issuer Shares which will be beneficially owned, directly or indirectly, or over which control or direction is proposed to be exercised, by each of the Resulting Issuer's proposed directors and officers following the completion of the Transaction. Additional biographical information about each of these individuals is set out below under the heading "Management".

Name and Municipality and Province of Residence and Position to be held at Closing	Principal Occupation During Last Five Years	Date of Appointment	Number	Percentage (%)^{(3)}
S. Randall Smallbone Ontario, Canada President, CEO and Director	Director of several NFPs (not for profits) and 2 other reporting issuers, and advisor to various private companies	August 28, 2018 (Astron)	100,000	*
(Iris) Hong Duan^{(2)} British Columbia, Canada Corporate Secretary, CFO and Director	Senior Consultant with MNP LLP. Former partner with MNP LLP	February 20, 2017 (Astron)	275,000	*

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| Qi Zhang
British Columbia, Canada
Chief Operating Officer | CEO of Innolink | June 27, 2025
(Innolink) | 9,000,000^{(3)} | 5.7% |
| --- | --- | --- | --- | --- |
| Herrick Lau^{(2)}
British Columbia,
Canada
Director | Consultant to private and
public companies.
Former Managing
Director of Baron Global
Financial Canada Ltd. | October 15, 2022
(Astron) | 75,000 | * |
| Wei Kang^{(2)}
British Columbia, Canada
Director | Wei Kang, CPA | February 20, 2017
(Astron) | 275,000 | * |

Means less than 1%.

(2) Proposed Member of the Audit Committee.

(3) These Resulting Issuer Shares are held by 1504817 B.C. Ltd., a company which is controlled by Qi Zhang as to 49% and Miao Tan as to 51%.

Following the Closing, the proposed directors and officers of the Resulting Issuer and its material subsidiaries as a group are expected to beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 9,725,000 Resulting Issuer Shares (on an undiluted basis), representing 6.2% of the issued and outstanding Resulting Issuer Shares on an undiluted basis, assuming there are 156,821,240 Resulting Issuer Shares outstanding at Closing in the event of the Concurrent Financing. All of these Resulting Issuer Shares will be required to be deposited into escrow pursuant to the terms of a Value Security Escrow Agreement. See “Escrowed Securities”.

Each director’s term of office will expire at the next annual meeting of the shareholders of the Resulting Issuer, unless they are re-elected at such meeting.

Management

The following is a brief description of the proposed key members of management of the Resulting Issuer:

S. Randall Smallbone – Age: 71 – President, CEO 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).

Mr. Smallbone expects to devote the necessary amount of time to perform the work required in connection with acting as President, CEO and director of the Resulting Issuer. Mr. Smallbone has not entered into any non-competition or non-disclosure agreement with Innolink nor does he propose to enter into such an agreement with the Resulting Issuer.

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(Iris) Hong Duan – Age: 57 – Corporate Secretary, CFO 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.

Ms. Duan expects to devote the necessary amount of time to perform the work required in connection with acting as Corporate Secretary, CFO and director of the Resulting Issuer. Ms. Duan has not entered into any non-competition or non-disclosure agreement with Innolink nor does she propose to enter into such an agreement with the Resulting Issuer.

Qi Zhang – Age: 49 – Chief Operating Officer

Mr. Zhang is the CEO of Innolink. Prior to Innolink, Mr. Zhang held senior officer positions at other technology companies in British Columbia. Mr. Zhang is an Oracle Certified Professional DBA.

Mr. Zhang expects to devote the necessary amount of time to perform the work required in connection with acting as a director of the Resulting Issuer. Mr. Zhang has not entered into any non-competition or non-disclosure agreement with Innolink nor does he propose to enter into such an agreement with the Resulting Issuer.

Herrick Lau – Age: 59 – 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.

Mr. Lau expects to devote the necessary amount of time to perform the work required in connection with acting as a director of the Resulting Issuer. Mr. Lau has not entered into any non-competition or non-disclosure agreement with Innolink nor does he propose to enter into such an agreement with the Resulting Issuer.

Wei Kang – Age: 67 – 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.

Mr. Kang expects to devote the necessary amount of time to perform the work required in connection with acting as a director of the Resulting Issuer. Mr. Kang has not entered into any non-competition or

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non-disclosure agreement with Innolink nor does he propose to enter into such an agreement with the Resulting Issuer.

Corporate Cease Trade Orders or Bankruptcies

Except as disclosed below, no proposed director, officer or promoter of the Resulting Issuer, or a securityholder anticipated to hold a sufficient number of securities of the Resulting Issuer to materially affect control of the Resulting Issuer, is, as at the date of this Filing Statement, or has been, within ten (10) years before the date of this Filing Statement, a director, officer or promoter of any company that, while that person was acting in that capacity:

(a) was subject to (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemptions under applicable securities law, that was in effect for a period of more than 30 consecutive days;

(b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

S. Randall Smallbone was subject to a management cease trade order (the "Order") issued by the BCSC on October 28, 2018 as Astron was not able to meet the filing deadline for the annual financial statements, management discussion and analysis and executive certificates for the financial year ended June 30, 2018. Astron completed the required filings on November 30, 2018 and the Order was revoked by the BCSC on December 4, 2018.

Penalties or Sanctions

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable securityholder making a decision about the Transaction.

Personal Bankruptcies

No proposed director, officer or promoter of the Resulting Issuer, or a securityholder anticipated to hold a sufficient number of securities of the Resulting Issuer to materially affect control of the Resulting Issuer, or a personal holding company of any such Persons, has, within ten (10) years before the date of this Filing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a

receiver, receiver manager or trustee appointed to hold the assets of such director, officer, promoter or securityholder.

Conflicts of Interest

Conflicts of interest may arise as a result of the directors and officers of the Resulting Issuer holding positions as directors or officers of other companies. Some of the directors and officers have been and will continue to be engaged in the identification and evaluation of assets and businesses, with a view to potential acquisition of interests in businesses and companies on their own behalf and on behalf of other companies, and situations may arise where the directors and officers will be in direct competition with the Resulting Issuer. Conflicts, if any, will be subject to the procedures and remedies under the BCBCA or other applicable corporate legislation.

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and promoters of the Resulting Issuer that are, or have been within the last five (5) years, directors, officers or promoters of other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Trading Market	Position(s)	From	To
S. Randall Smallbone	Marvel Bioscience Corp. Alberta	TSXV	Director	02/2022	Present
	Peak Discovery Capital Ltd. British Columbia	TSXV	Director	05/2018	Present
(Iris) Hong Duan	Golden Star Capital Ventures Inc. British Columbia	TSXV	Director	08/2021	Present
Herrick Lau	Eastport Critical Metals Corp. (formerly Penbar Capital Ltd.) British Columbia	TSXV	Director	03/2021	Present
	Pardus Ventures Inc. British Columbia	TSXV	Director	12/2022	Present
	Cape Lithium Corp. British Columbia	CSE	Officer	05/2024	01/2025
	Jayden Resources Inc. British Columbia	TSXV	Officer	12/2008	01/2025
	Fitzroy Minerals Inc. British Columbia	TSXV	Officer	03/2024	04/2025
	Kiaro Holdings Corp. British Columbia	TSXV	Director	10/2020	07/2022
	Hapbee Technologies, Inc. British Columbia	TSXV	Officer	06/2020	05/2022

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| | Pluto Ventures Inc.
British Columbia | CSE | Director | 09/2021 | 01/2025 |
| --- | --- | --- | --- | --- | --- |
| Wei Kang | N/A | | | | |
| Qi Zhang | N/A | | | | |

Executive Compensation

Summary Compensation Table

The following table outlines the anticipated compensation to be paid by the Resulting Issuer to its proposed CEO, CFO and its most highly compensated executive officer (other than its CEO and CFO) whose total compensation is anticipated to be more than $150,000 for the twelve (12) month period after giving effect to the Transaction:

			Non-equity incentive plan compensation ($)
Name and principal position	Salary ($)	Share-based awards ($)	Option-based awards (#)(1)	Annual incentive plans	Long-term incentive plans	Pension Value ($)	All other compensation ($)(2)	Total compensation ($)
S. Randall Smallbone CEO, President and Director	48,000	N/A	N/A	N/A	N/A	N/A	N/A	48,000
(Iris) Hong Duan CFO, Corporate Secretary and Director	48,000	N/A	N/A	N/A	N/A	N/A	N/A	48,000
Qi Zhang COO	120,000	N/A	N/A	N/A	N/A	N/A	N/A	120,000
Herrick Lau Director	24,000	N/A	N/A	N/A	N/A	N/A	N/A	24,000
Wei Kang Director	24,000	N/A	N/A	N/A	N/A	N/A	N/A	24,000

(1) The Resulting Issuer Board may, from time to time, in its discretion, grant to directors, officers, employees, consultants and other personnel of the Resulting Issuer, options or other equity awards to purchase Resulting Issuer Shares.

The Resulting Issuer will disclose the terms of any agreements entered into with any NEOs at the time such agreements are entered into.

Indebtedness of Directors and Officers

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No director or officer of Astron or Innolink, nor any proposed director or officer of the Resulting Issuer, is or has been indebted to Astron or Innolink at any time.

Investor Relations Arrangements

No written or oral agreement has been reached with any Person to provide promotional or investor relations services for the Resulting Issuer.

Resulting Issuer Omnibus Plan

Immediately following the Closing, the Resulting Issuer is expected to adopt the Resulting Issuer Omnibus Plan. The Resulting Issuer Omnibus Plan was approved by the Astron's Shareholders at the Issuer's annual general and special meeting held on December 30, 2025.

Purpose

The purpose of the Resulting Issuer Omnibus Plan is to promote the long-term success of the Resulting Issuer and the creation of shareholder value by: (i) encouraging the attraction and retention of Eligible Persons (as defined in the Resulting Issuer Omnibus Plan); (ii) encouraging such Eligible Persons to focus on critical long-term objectives; and (iii) promoting greater alignment of the interests of such Eligible Persons with the interests of the Resulting Issuer.

The Resulting Issuer Omnibus Plan provides flexibility to the Resulting Issuer to grant equity-based incentive awards in the form of Resulting Issuer Options and Performance-Based Awards to Eligible Persons.

Shares Subject to the Resulting Issuer Omnibus Plan

The Resulting Issuer Omnibus Plan is a rolling plan for Resulting Issuer Options and a fixed plan for Performance-Based Awards such that the aggregate number of Shares that: (i) may be issued upon the exercise or settlement of Resulting Issuer Options granted under the Resulting Issuer Omnibus Plan, shall not exceed 10% of the Resulting Issuer's issued and outstanding Resulting Issuer Shares from time to time, such number being 156,821,240 as at the Closing and (ii) may be issued in respect of Performance-Based Awards granted under the Resulting Issuer Omnibus Plan shall not exceed 15,682,124, being 10% of the issued and outstanding Resulting Issuer Shares on Closing. Resulting Issuer Options which have been exercised, cancelled, terminated, surrendered, forfeited or expired without being exercised shall be available for subsequent grants under the Resulting Issuer Omnibus Plan and the number of awards available to grant increases as the number of issued and outstanding Resulting Issuer Shares increases. Performance-Based Awards which have been settled in cash, cancelled, terminated, surrendered, forfeited or expired without being settled shall be available for subsequent grants, but Performance-Based Awards which are settled in securities will reduce the number of Resulting Issuer Shares reserved for issuance under the fixed 10% portion of the Resulting Issuer Omnibus Plan.

Participation Limits

The Resulting Issuer Omnibus Plan provides that:

(c) unless the Resulting Issuer has obtained disinterested shareholder approval, the maximum aggregate number of Resulting Issuer Shares issuable to Insiders under the Resulting Issuer

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Omnibus Plan, within any twelve (12) month period, together with Resulting Issuer Shares reserved for issuance to Insiders under all of the Resulting Issuer’s other Security-Based Compensation Arrangements, shall not exceed 10% of the issued and outstanding Resulting Issuer Shares (calculated as at the date of any grant and in accordance with the policies of the TSXV);

(d) unless the Resulting Issuer has obtained disinterested shareholder approval, the maximum aggregate number of Resulting Issuer Shares issuable to Insiders under the Resulting Issuer Omnibus Plan, at any point in time, together with Resulting Issuer Shares reserved for issuance to Insiders under all of the Resulting Issuer’s other Security-Based Compensation Arrangements, shall not exceed ten (10%) percent of the issued and outstanding Resulting Issuer Shares;

(e) unless the Resulting Issuer has obtained disinterested shareholder approval, the maximum aggregate number of Resulting Issuer Shares issuable to any Participant (as defined in the Resulting Issuer Omnibus Plan) under the Resulting Issuer Omnibus Plan, within any twelve (12) month period, together with Resulting Issuer Shares reserved for issuance to such Participant (and to companies wholly-owned by that Participant) under all of the Resulting Issuer’s other Security-Based Compensation Arrangements, shall not exceed five (5%) percent of the issued and outstanding Resulting Issuer Shares (calculated as at the date of any grant);

(f) the maximum aggregate number of Resulting Issuer Shares issuable to any one consultant under the Resulting Issuer Omnibus Plan, within any twelve (12) month period, together with Resulting Issuer Shares issuable to such consultant under all of the Resulting Issuer’s other Security-Based Compensation Arrangements, shall not exceed two (2%) percent of the issued and outstanding Resulting Issuer Shares (calculated as at the date of any grant); and

(g) the maximum aggregate number of Resulting Issuer Shares issuable pursuant to grants of Resulting Issuer Options to all investor relation service providers performing investor relations activities under the Resulting Issuer Omnibus Plan, within any twelve (12) month period, shall not in aggregate exceed two (2%) percent of the issued and outstanding Resulting Issuer Shares (calculated as at the date of any grant). For the avoidance of doubt, persons performing investor relations activities are only eligible to receive Resulting Issuer Options under the Resulting Issuer Omnibus Plan; they are not eligible to receive any Performance-Based Award or other type of securities-based compensation under the Resulting Issuer Omnibus Plan.

Administration of the Resulting Issuer Omnibus Plan

The Resulting Issuer Omnibus Plan shall be administered by the Resulting Issuer Board and the Resulting Issuer Board has full authority to administer the Resulting Issuer Omnibus Plan, including the authority to interpret and construe any provision of the Resulting Issuer Omnibus Plan and to adopt, amend and rescind such rules and regulations for administering the Resulting Issuer Omnibus Plan as the Resulting Issuer Board may deem necessary in order to comply with the requirements of the Resulting Issuer Omnibus Plan.

Eligible Persons under the Resulting Issuer Omnibus Plan

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When used in connection with the grant of Resulting Issuer Options, all officers, directors, employees, management employees and consultants of the Resulting Issuer are eligible to participate in the Resulting Issuer Omnibus Plan. When used in connection with the grant of Performance-Based Awards, all officers, directors, employees, management employees and consultants of the Resulting Issuer that do not perform investor relations activities are eligible to participate in the Resulting Issuer Omnibus Plan. The extent to which any such individual is entitled to receive a grant of an award pursuant to the Resulting Issuer Omnibus Plan will be determined in the sole and absolute discretion of the Resulting Issuer Board. Each person who receives a grant under the Resulting Issuer Omnibus Plan is referred to as a "Participant".

Types of Awards

Awards of Resulting Issuer Options, RSUs, PSUs and DSUs may be made under the Resulting Issuer Omnibus Plan. All of the awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Resulting Issuer Board, in its sole discretion, subject to such limitations provided in the Resulting Issuer Omnibus Plan, and will generally be evidenced by an award agreement.

Resulting Issuer Options

A Resulting Issuer Option entitles a holder thereof to purchase a prescribed number of Resulting Issuer Shares at an exercise price determined by the Resulting Issuer Board at the time of the grant of the Resulting Issuer Option, provided that the exercise price of an Resulting Issuer Option granted under the Resulting Issuer Omnibus Plan shall not be less than the Discounted Market Price (as defined in the policies of the TSXV), provided that if a Resulting Issuer Option is proposed to be granted by the Resulting Issuer after the Resulting Issuer has just been recalled for trading following a suspension or halt, the Resulting Issuer must wait at least ten trading days since the day on which trading in the Resulting Issuer's securities resumes before setting the exercise price for and granting of the Resulting Issuer Option. Each Resulting Issuer Option shall, unless sooner terminated, expire on a date to be determined by the Resulting Issuer Board which will not exceed ten (10) years from the date of grant of the Resulting Issuer Option. The Resulting Issuer Board may, in its absolute discretion, upon granting Resulting Issuer Options under the Resulting Issuer Omnibus Plan, specify different time periods following the dates of granting the Resulting Issuer Options during which the Participant may exercise their Resulting Issuer Options to purchase Resulting Issuer Shares and may designate different exercise prices and numbers of Resulting Issuer Shares in respect of which each Participant may exercise Resulting Issuer Options during each respective time period. Subject to the discretion of the Resulting Issuer Board, the Resulting Issuer Options granted to a Participant under the Resulting Issuer Omnibus Plan shall vest as determined by the Resulting Issuer Board on the date of grant of such Resulting Issuer Options. If the Resulting Issuer Board does not specify a vesting schedule at the date of grant, then Resulting Issuer Options granted to Persons, other than those conducting investor relations activities, shall vest fully on the date of grant, and in any event in accordance with the policies of the TSXV. Resulting Issuer Options issued to Persons conducting investor relations activities must vest (and shall not otherwise be exercisable) in stages over a minimum of twelve (12) months such that:

(h) no more than 1/4 of the Resulting Issuer Options vest no sooner than three (3) months after the date of grant (the "Grant Date");

(i) no more than another 1/4 of the Resulting Issuer Options vest no sooner than six (6) months after the Grant Date;

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(j) no more than another 1/4 of the Resulting Issuer Options vest no sooner than nine (9) months after the Grant Date; and

(k) the remainder of the Resulting Issuer Options vest no sooner than twelve (12) months after the Grant Date.

If the award agreement for the grant of Resulting Issuer Options so provides, in the event of a change of control (as defined in the Resulting Issuer Omnibus Plan), all Resulting Issuer Options granted to a Participant that ceases to be an Eligible Person shall become fully vested and shall become exercisable by the Participant in accordance with the terms of such award agreement and the Resulting Issuer Omnibus Plan. No acceleration of the vesting of any Resulting Issuer Options shall be permitted without prior TSXV review and acceptance for Resulting Issuer Options issued to Persons conducting investor relations activities.

Other than as may be set forth in the award agreement for the grant of Resulting Issuer Options, upon the death of a Participant, any Resulting Issuer Options granted to such Participant which, prior to the Participant's death, have not vested, will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect; and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any Resulting Issuer Options granted to such Participant which, prior to the Participant's death, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant's estate in accordance with Resulting Issuer Omnibus Plan and may be exercised by the Participant's estate within one year of the death of the Participant.

Where a Participant's relationship with the Resulting Issuer is terminated by the Resulting Issuer or a subsidiary for cause, all Resulting Issuer Options granted to the Participant under the Resulting Issuer Omnibus Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date.

Where a Participant's relationship with the Resulting Issuer terminates by reason of termination by the Resulting Issuer or a subsidiary without cause, by voluntary termination, voluntary resignation or due to retirement by the Participant, such that the Participant no longer qualifies as an Eligible Person, all Resulting Issuer Options granted to the Participant under the Resulting Issuer Omnibus Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date; provided, however, that any Resulting Issuer Options granted to such Participant which, prior to the Participant's termination without cause, voluntary termination, voluntary resignation or retirement, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant in accordance with the Resulting Issuer Omnibus Plan and shall be exercisable by such Participant for a period of ninety (90) days following the date the Participant ceased to be an Eligible Person, or such longer period as may be provided for in the award agreement or as may be determined by the Resulting Issuer Board provided such period does not exceed twelve (12) months after the termination date.

Where a Participant becomes afflicted by a disability, all Resulting Issuer Options granted to the Participant under the Resulting Issuer Omnibus Plan will continue to vest in accordance with the terms of such Resulting Issuer Options; provided, however, that no Resulting Issuer Options may be redeemed during a leave of absence. Where a Participant's relationship is terminated due to disability such that the Participant ceases to be an Eligible Person, all Resulting Issuer Options granted to the Participant under

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the Resulting Issuer Omnibus Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date; provided, however, that any Resulting Issuer Options granted to such Participant which, prior to the termination of the Participant's relationship with the Resulting Issuer due to disability, had vested pursuant to terms of the applicable award agreement, will accrue to the Participant in accordance with the Resulting Issuer Omnibus Plan and shall be exercisable by such Participant for a period of ninety (90) days following the termination date, or such longer period as may be provided for in the award agreement or as may be determined by the Resulting Issuer Board.

Restricted Share Units

A RSU is a right awarded to a Participant, as compensation for employment or consulting services or services as a director or officer, to receive, for no additional cash consideration, securities of the Resulting Issuer upon specified vesting criteria being satisfied, and subject to the terms and conditions of the Resulting Issuer Omnibus Plan and the applicable award agreement, and which shall be paid in Resulting Issuer Shares. The number of RSUs to be credited to each Participant shall be determined by the Resulting Issuer Board in its sole discretion in accordance with the Resulting Issuer Omnibus Plan. All RSUs will vest and become payable by the issuance of Resulting Issuer Shares at the end of the restriction period if all applicable restrictions have lapsed, as such restrictions may be specified in the award agreement.

RSUs shall be subject to such restrictions as the Resulting Issuer Board, in its sole discretion, may establish in the applicable award agreement, which restrictions may lapse separately or in combination at such time or times and on such terms, conditions and satisfaction of objectives as the Resulting Issuer Board may, in its discretion, determine at the time a RSU is granted. The Resulting Issuer Board shall determine any vesting terms applicable to the grant of RSUs, however, no RSUs may vest before the date that is one year following the date of the award.

Where a Participant's relationship with the Resulting Issuer is terminated by the Resulting Issuer or a subsidiary for cause, all RSUs granted to the Participant under the Resulting Issuer Omnibus Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date.

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that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date and the Participant shall have no right, title or interest therein whatsoever; provided, however, that any RSUs granted to such Participant which, prior to the Participant's termination without cause, voluntary termination, voluntary resignation or retirement, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant in accordance with the Resulting Issuer Omnibus Plan.

Where a Participant becomes afflicted by a disability, all RSUs granted to the Participant under the Resulting Issuer Omnibus Plan will continue to vest in accordance with the terms of such RSUs; provided, however, that no RSUs may be redeemed during a leave of absence. Where a Participant's relationship is terminated due to disability such that the Participant ceases to be an Eligible Person, all RSUs granted to the Participant under the Resulting Issuer Omnibus Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date and the Participant shall have no right, title or interest therein whatsoever; provided, however, that any RSUs granted to such Participant which, prior to the Participant's termination due to disability, had vested pursuant to terms of the applicable award agreement will accrue to the Participant in accordance with the Resulting Issuer Omnibus Plan.

As soon as practicable after each vesting date of a RSU, the Resulting Issuer shall issue to the Participant from treasury the number of Resulting Issuer Shares equal to the number of RSUs that have vested.

Performance Share Units

A PSU is a right awarded to a Participant, as compensation for employment or consulting services or services as a director or officer, to receive, for no additional cash consideration, securities of the Resulting Issuer upon specified performance and vesting criteria being satisfied, subject to the terms and conditions of the Resulting Issuer Omnibus Plan and the applicable award agreement, and which shall be paid in Resulting Issuer Shares. No PSUs may vest before the date that is one year following the date of award.

Subject to the provisions of the Resulting Issuer Omnibus Plan and such other terms and conditions as the Resulting Issuer Board may prescribe, the Resulting Issuer Board may, from time to time, grant awards of PSUs to Eligible Persons that do not perform investor relations activities. The number of PSUs to be awarded to any Participant shall be determined by the Resulting Issuer Board, in its sole discretion, in accordance with the Resulting Issuer Omnibus Plan. Each PSU shall, contingent upon the attainment of the performance criteria within the performance cycle, represent one Resulting Issuer Share.

The Resulting Issuer Board will select, settle and determine the performance criteria (including without limitation the attainment thereof), for purposes of the vesting of the PSUs, in its sole discretion. An award agreement may provide the Resulting Issuer Board with the right to revise the performance criteria and the award amounts if unforeseen events (including, without limitation, changes in capitalization, an equity restructuring, an acquisition or a divestiture) occur which have a substantial effect on the financial results of the Resulting Issuer and which in the sole judgment of the Resulting Issuer Board make the application of the performance criteria unfair unless a revision is made.

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by the Resulting Issuer Board on the determination date. No PSU may vest before the date that is one year following the date of the award.

If the award agreement so provides, in the event of a change of control (as defined in the Resulting Issuer Omnibus Plan) and the Participant ceases to be an Eligible Person, all PSUs granted to such Participant shall become fully vested in such Participant (without regard to the attainment of any performance criteria) and shall become payable to the Participant in accordance with the Resulting Issuer Omnibus Plan.

Other than as may be set forth in the applicable award agreement and below, upon the death of a Participant, all PSUs granted to the Participant which, prior to the Participant's death, have not vested, will immediately and automatically be forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever; provided, however, the Resulting Issuer Board may determine, in its sole discretion, the number of the Participant's PSUs that will vest based on the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed.

Where a Participant's relationship with the Resulting Issuer is terminated by the Resulting Issuer or a subsidiary for cause, all PSUs granted to the Participant under the Resulting Issuer Omnibus Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date.

Where a Participant becomes afflicted by a disability, all PSUs granted to the Participant under the Resulting Issuer Omnibus Plan will continue to vest in accordance with the terms of such PSUs; provided, however, that no PSUs may be redeemed during a leave of absence. Where a Participant's relationship is terminated due to disability such that the Participant ceases to be an Eligible Person, all PSUs granted to the Participant under the Resulting Issuer Omnibus Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date, and the Participant shall have no right, title or interest therein whatsoever; provided, however, that the Resulting Issuer Board may determine, in its sole discretion, the number of the Participant's PSUs that will vest based on the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed.

Payment to Participants in respect of vested PSUs shall be made after the determination date for the applicable award and in any case within ninety-five (95) days after the last day of the performance cycle to which such award relates. The Resulting Issuer shall issue to the Participant the number of Resulting Issuer Shares equal to the number of PSUs that have vested on the determination date.

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Deferred Share Units

A DSU is a right granted to a Participant, as compensation for employment or consulting services or services as a director or officer, to receive, for no additional cash consideration, securities of the Resulting Issuer on a deferred basis upon specified vesting criteria being satisfied, subject to the terms and conditions of the Resulting Issuer Omnibus Plan and the applicable award agreement, and which may be paid in cash and/or Resulting Issuer Shares. DSUs may not be granted to any Participant performing investor relation activities.

Subject to the provisions of the Resulting Issuer Omnibus Plan and such other terms and conditions as the Resulting Issuer Board may prescribe, the Resulting Issuer Board may, from time to time, grant awards of DSUs to directors in lieu of fees (including annual Resulting Issuer Board retainers, chair fees, meeting attendance fees or any other fees payable to a director) or to other Eligible Persons as compensation for employment or consulting services. The number of DSUs to be credited to each Participant shall be determined by the Resulting Issuer Board in its sole discretion in accordance with the Resulting Issuer Omnibus Plan. The number of DSUs shall be specified in the applicable award agreement. Each director may elect to receive any or all of his or her fees in DSUs under the Resulting Issuer Omnibus Plan.

No Deferred Share Units may vest before the date that is one year following the date of the award of the DSU.

Each Participant shall be entitled to receive, after the effective date that the Participant ceases to be an Eligible Person for any reason, on a day designated by the Participant and communicated to the Resulting Issuer by the Participant in writing at least 15 days prior to the designated day (or such earlier date after the Participant ceases to be an Eligible Person as the Participant and the Resulting Issuer may agree, which date shall be no later than one year after the date upon which the Participant ceases to be an Eligible Person) and if no such notice is given, then on the first anniversary of the effective date that the Participant ceases to be an Eligible Person, at the sole discretion of the Resulting Issuer Board, either: (a) that number of Resulting Issuer Shares equal to the number of vested DSUs credited to the Participant's account, such Resulting Issuer Shares to be issued from treasury of the Resulting Issuer; or (b) a cash payment in an amount equal to the Market Unit Price on the next trading day after the Participant ceases to be an Eligible Person of the vested DSUs, net of applicable withholdings.

Upon death of a Participant holding DSUs that have vested, the Participant's estate shall be entitled to receive, within 120 days after the Participant's death and at the sole discretion of the Resulting Issuer Board, a cash payment or Resulting Issuer Shares that would have otherwise been payable in accordance with the Resulting Issuer Omnibus Plan to the Participant upon such Participant ceasing to be an Eligible Person.

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General Provisions of the Resulting Issuer Omnibus Plan Non-Transferability

No Resulting Issuer Option or Performance-Based Award and no right under any such Resulting Issuer Option or Performance-Based Award shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution and only then if permitted by the policies of the TSXV. No Resulting Issuer Option or Performance-Based Award and no right under any such Resulting Issuer Option or Performance-Based Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Resulting Issuer.

Black-out Periods

In the event that the date provided for expiration, redemption or settlement of an award falls within a blackout period imposed by the Resulting Issuer pursuant to a trading policy as the result of the bona fide existence of undisclosed material information, the expiry date, redemption date or settlement date, as applicable, of the award shall automatically be extended to the date that is ten business days following the date of expiry of the blackout period which shall occur promptly following general disclosure of the undisclosed material information. Notwithstanding the foregoing, there will be no extension of any award if the Resulting Issuer (or the Participant) is subject to a cease trade order (or similar order under applicable law).

Deductions

Whenever cash is to be paid in respect of DSUs, the Resulting Issuer shall have the right to deduct from all cash payments made to a Participant any taxes required by law to be withheld with respect to such payments. Whenever Resulting Issuer Shares are to be delivered in respect of Options, DSUs, RSUs or PSUs, the Resulting Issuer shall have the right to deduct from any other amounts payable to the Participant any taxes required by law to be withheld with respect to such delivery of Resulting Issuer Shares, or if any payment due to the Participant is not sufficient to satisfy the withholding obligation, to require the Participant to remit to the Resulting Issuer in cash an amount sufficient to satisfy any taxes required by law to be withheld. At the sole discretion of the Resulting Issuer Board, a Participant may be permitted to satisfy the foregoing requirement by, in accordance with the policies of the TSXV, delivering an irrevocable direction to a securities broker approved by the Resulting Issuer to sell all or a portion of the Resulting Issuer Shares and delivering to the Resulting Issuer from the sales proceeds an amount sufficient to pay the required withholding taxes.

Amendments to the Resulting Issuer Omnibus Plan

The Resulting Issuer Board may at any time or from time to time, in its sole and absolute discretion and without the approval of Resulting Issuer shareholders, amend, suspend, terminate or discontinue the Resulting Issuer Omnibus Plan and may amend the terms and conditions of any Resulting Issuer Options or Performance-Based Awards granted thereunder, subject to:

(1) any required disinterested shareholder approval to (A) reduce the exercise price of an award issued to an Insider or (B) extend the term of a Resulting Issuer Option granted to an Insider, in either event in accordance with the policies of the TSXV;

(m) any required approval of any applicable regulatory authority or the TSXV; and

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(n) any approval of Resulting Issuer shareholders as required by the policies of the TSXV or applicable law, provided that Resulting Issuer shareholder approval shall not be required for the following amendments and the Resulting Issuer Board may make any changes which may include but are not limited to (except that the TSXV may require approval of the Resulting Issuer shareholders for amendments pursuant to Sections C to G below):

A. amendments of a “housekeeping nature”;

B. amendments for the purpose of curing any ambiguity, error or omission in the Resulting Issuer Omnibus Plan or to correct or supplement any provision of the Resulting Issuer Omnibus Plan that is inconsistent with any other provision of the Resulting Issuer Omnibus Plan;

C. amendments which are necessary to comply with applicable law or the requirements of the TSXV;

D. amendments respecting administration and eligibility for participation under the Resulting Issuer Omnibus Plan;

E. amendments to the terms and conditions on which Resulting Issuer Options or Performance-Based Awards may be or have been granted pursuant to the Resulting Issuer Omnibus Plan including amendments to the vesting provisions and terms of any Resulting Issuer Options or Performance-Based Awards;

F. with the exception of Resulting Issuer Options granted to Persons performing investor relations activities, amendments which alter, extend or accelerate the terms of vesting applicable to any Resulting Issuer Options or Performance-Based Awards; and

G. changes to the termination provisions of a Resulting Issuer Option, Performance-Based Award or the Resulting Issuer Omnibus Plan which do not entail an extension beyond the original fixed term.

Term

The Resulting Issuer Omnibus Plan shall terminate automatically ten (10) years after the effective date of the Resulting Issuer Omnibus Plan and may be terminated on any earlier date as provided in the Resulting Issuer Omnibus Plan.

Escrowed Securities

Escrow Securities

All of the Resulting Issuer securities held by Principals (as defined in TSXV Policy 1.1 – Interpretation) following the issuance of the Final Exchange Bulletin will be Escrow Securities, and will be held in escrow subject to the Escrow Agreement based on TSXV Form 5D – Escrow Agreement. The Escrow Agreement will be entered into by the Resulting Issuer, the Transfer Agent or an alternate transfer agent as approved by the Resulting Issuer and the TSXV, and the Principals of the Resulting Issuer.

80 -

The following table sets out details of the number of Resulting Issuer securities expected to be held in escrow pursuant to the Escrow Agreement following the Closing:

Name	Designation of Security	Number of Securities	Percentage Based on Concurrent Financing (%)^{(1)}
Seikou Japan Co., Ltd.^{(2)}	Resulting Issuer Shares	66,000,000	42.1%
1504817 B.C. Ltd.^{(3)}	Resulting Issuer Shares	9,000,000	5.7%

(2) The controlling shareholder of Seikou Japan Co., Ltd. is Jiewei Xue.

(3) The controlling shareholders of 1504817 B.C. Ltd. are Qi Zhang as to 49% and Maio Tan as to 51%.

Should the Resulting Issuer be accepted by the TSXV as a Tier 2 Issuer, the Escrow Securities will be subject to the release schedule set out in Schedule B(2) to the Escrow Agreement. Pursuant to Schedule B(2) of the Escrow Agreement, ten (10%) percent of the Escrow Securities are to be released upon the date of issuance of the Final Exchange Bulletin and an additional fifteen (15%) percent of the Escrow Securities are to be released every six (6) months thereafter, until all Escrow Securities have been released (36 months following the date of issuance of the Final Exchange Bulletin). Should the Resulting Issuer be accepted by the TSXV as a Tier 1 Issuer, the Escrow Securities shall be released on an accelerated schedule, as set out in Schedule B(1) of the Escrow Agreement. Pursuant to Schedule B(1) of the Escrow Agreement, twenty five (25%) percent of the Escrow Securities would be released upon the date of issuance of the Final Exchange Bulletin and an additional twenty (25%) percent of the Escrow Securities would be released every six (6) months thereafter, until all Escrow Securities have been released (eighteen (18) months following the date of issuance of the Final Exchange Bulletin).

The Escrow Securities may not be transferred without the approval of the TSXV, other than in specified circumstances set out in the Escrow Agreement.

Where the Escrow Securities are held by a non-individual (i.e., a holding company), each holding company pursuant to the applicable escrow agreement has agreed, or will agree, not to carry out any transactions during the currency of the escrow agreement which would result in a change of control of the holding company, without the consent of the TSXV. Any holding company must sign an undertaking to the TSXV that, to the extent reasonably possible, it will not permit or authorize any issuance of securities or transfer of securities that could reasonably result in a change of control of the holding company. In addition, the TSXV may require an undertaking from any Control Person of the holding company not to transfer the shares of that company.

Auditor, Transfer Agent and Registrar

Auditor

Upon completion of the Transaction, it is intended that the Resulting Issuer's auditors will be Mao & Ying LLP, at its Vancouver office at Suite 1488, 1188 West Georgia Street, Vancouver, British Columbia, Canada V6E 4A2.

81 -

Transfer Agent and Registrar

The Resulting Issuer anticipates that the transfer agent and registrar for the Resulting Issuer will be TSX Trust Company located at its Vancouver office, located at 733 Seymour Street, Suite 2310, Vancouver, British Columbia, V6B 0S6, Canada.

GENERAL MATTERS

Sponsorship

Pursuant to Policy 2.2 of the TSXV Corporate Finance Manual, sponsorship is generally required in conjunction with a reverse-takeover. Astron has obtained a waiver of the sponsorship requirement from the TSXV in connection with the Transaction on the basis that, pursuant to Section 3.4(a) of Policy 2.2, it would not be contrary to the public interest, as Astron is not a Foreign Issuer (as defined in Policy 2.2) and that the directors and officers of the Resulting Issuer will collectively: (a) possess a positive record with junior companies; (b) have the ability to raise financing; (c) have a positive corporate governance record; (d) have the technical experience required of the industry sector; and (e) show a positive record of experience as directors or senior officers with public companies in Canada or the United States.

Experts

Mao & Ying LLP is the independent auditor of each of Astron and Innolink. To the knowledge of management of Astron, as of the date hereof, neither Mao & Ying LLP, nor any Associate or Affiliate thereof, has any beneficial interest, direct or indirect, in the securities or property of Astron.

Other Material Facts

To the knowledge of management of Astron and Innolink, there are no other material facts relating to the Transaction that are not otherwise disclosed in this Filing Statement or are necessary for the Filing Statement to contain full, true and plain disclosure of all material facts relating to the Transaction.

Board Approval

Each of the Astron Board and the Innolink Board have approved the contents of this Filing Statement.

82 -
SCHEDULE "A"
ASTRON FINANCIAL STATEMENTS
[See Attached]

ASTRON CONNECT INC.

Consolidated Financial Statements
For the Years Ended
September 30, 2025 and 2024
(Expressed in Canadian Dollars)

Mao & Ying LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the shareholders of Astron Connect Inc.

Opinion

We have audited the consolidated financial statements of Astron Connect Inc. (the "Company"), which comprise the consolidated statements of financial position as at September 30, 2025 and 2024, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2025 and 2024 and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards (IFRSs).

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 in the financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significant in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Other than the matter described in the "Material Uncertainty Related to Going Concern" section of this report, we determined there are no other key audit matters to be communicated in our auditor's report.

Other information

Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

1488 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2 Telephone: 778-379-8518 Fax: 778-379-8502

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Linda Zhu.

Vancouver, Canada, January 28, 2026

Maox Ying LLP Chartered Professional Accountants

ASTRON CONNECT INC.
Consolidated Statements of Financial Position
As at September 30
(Expressed in Canadian Dollars)

| | Note | 2025
$ | 2024
$ |
| --- | --- | --- | --- |
| ASSETS | | | |
| Current Assets | | | |
| Cash and cash equivalents | | 330,098 | 85,608 |
| Other receivables | 4 | 563 | - |
| Prepaid expenses and deposit | | 7,469 | 6,750 |
| | | 338,130 | 92,358 |
| Investment | 5 | 1 | 1 |
| Total Assets | | 338,131 | 92,359 |
| LIABILITIES | | | |
| Current Liabilities | | | |
| Accounts payable and accrued liabilities | 6 | 239,330 | 244,027 |
| Customer deposits | | 36,692 | 36,692 |
| | | 276,022 | 280,719 |
| Shareholders' Equity (Deficit) | | | |
| Share capital | 8 | 8,553,477 | 8,185,477 |
| Reserves | | 469,455 | 469,455 |
| Deficit | | (8,960,823) | (8,843,292) |
| | | 62,109 | (188,360) |
| Total Liabilities and Shareholders' Equity (Deficit) | | 338,131 | 92,359 |

Going Concern (Note 2)
Subsequent Event (Note 14)

Approved on behalf of the Board of Directors:

"S. Randall Smallbone"
Director

"Iris (Hong) Duan"
Director

See accompanying notes to the consolidated financial statements

ASTRON CONNECT INC.
Consolidated Statements of Loss and Comprehensive Loss
Years Ended September 30
(Expressed in Canadian Dollars)

| | Note | 2025
$ | 2024
$ |
| --- | --- | --- | --- |
| Expenses | | | |
| Consulting | | 17,910 | 15,503 |
| Director fees | 10 | 34,500 | 69,000 |
| Filling | | 23,087 | 15,007 |
| Office | | 14,190 | 13,067 |
| Professional fees | | 35,140 | 28,768 |
| Salaries and benefits | 10 | - | 20,154 |
| | | 124,827 | 161,499 |
| Loss from operations | | (124,827) | (161,499) |
| Other items | | | |
| Government subsidy | 7 | - | 20,000 |
| Other income | | 7,296 | 23,174 |
| | | 7,296 | 43,174 |
| Net loss and comprehensive loss for the year | | (117,531) | (118,325) |
| Loss per common share | | | |
| Basic and fully diluted | | $ (0.00) | $ (0.01) |
| Weighted average number of common shares outstanding | | 28,700,460 | 16,937,901 |

See accompanying notes to the consolidated financial statements.

ASTRON CONNECT INC.
Consolidated Statements of Changes in Shareholders' Equity
For the Years Ended September 30
(Expressed in Canadian Dollars)

	Share Capital
	Shares	Amount $	Reserves $	Deficit $	Total $
September 30, 2023	16,937,901	8,185,477	469,455	(8,724,967)	(70,035)
Net loss	-	-	-	(118,325)	(118,325)
September 30, 2024	16,937,901	8,185,477	469,455	(8,843,292)	(188,360)
Share issuance for private placement at $0.03 (Note 6)	13,333,335	400,000	-	-	400,000
Share issuance cost	-	(32,000)	-	-	(32,000)
Net loss	-	-	-	(117,531)	(117,531)
September 30, 2025	30,271,236	8,553,477	469,455	(8,960,823)	62,109

See accompanying notes to the consolidated financial statements

ASTRON CONNECT INC.
Consolidated Statements of Cash Flows
For the Years Ended September 30
(Expressed in Canadian Dollars)

| | 2025
$ | 2024
$ |
| --- | --- | --- |
| OPERATING ACTIVITIES | | |
| Net loss for the year | (117,531) | (118,325) |
| Items not affecting cash: | | |
| Government subsidy | - | (20,000) |
| Gain on debt settlement | - | (21,000) |
| Changes in non-cash working capital: | | |
| Trade and other receivables | (563) | 7,967 |
| Prepaid expenses | (719) | 1,929 |
| Accounts payable and accrued liabilities | (4,697) | 84,689 |
| Cash used in operating activities | (123,510) | (64,740) |
| FINANCING ACTIVITIES | | |
| Net proceeds from a private placement | 368,000 | - |
| Government assistance | - | (40,000) |
| Cash provided by (used in) financing activities | 368,000 | (40,000) |
| Increase (decrease) in cash | 244,490 | (104,740) |
| Cash and cash equivalents, beginning | 85,608 | 190,348 |
| Cash and cash equivalents, ending | 330,098 | 85,608 |
| Cash and cash equivalents consist of the followings: | | |
| Cash | 330,098 | 85,608 |
| Cash equivalents | - | - |
| | 330,098 | 85,608 |

See accompanying notes to the consolidated financial statements

ASTRON CONNECT INC.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

(Expressed in Canadian dollars)

1. NATURE OF OPERATIONS

Astron Connect Inc. (the "Company") was incorporated on February 20, 2017 under the Business Corporations Act (British Columbia). The Company is engaged primarily in the business of distribution and sale of beverage and food products in Canada, China and emerging markets. On August 24, 2018, the Company changed its name from Exalt Capital Corp. to Astron Connect Inc. and began trading under the symbol "AST" under the TSX Venture Exchange ("TSX.V").

The principal and registered office of the Company is at Bentall 5, 550 Burrard St Suite 2501, Vancouver, V6C 2B5.

2. BASIS OF PRESENTATION

a) Statement of compliance

These consolidated financial statements of the Company and its subsidiaries are prepared in accordance with IFRS Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB").

These consolidated financial statements were approved and authorized for issue by the board of directors on January 28, 2026.

b) Going concern

These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business. The Company is in an early stage of commercialization and will be required to attain profitability or generate additional financing as needed. During the year ended September 30, 2025, the Company incurred a net and comprehensive loss of $117,531 (2024: $118,325) and deficiency cash flows from operating activities of $123,510 (2024: $64,740 deficiency). These conditions cast significant doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not give effect to any adjustments that would be necessary should the Company be unable to continue as a going concern, and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. Such adjustments could be material.

Management's current strategy is to focus on looking for new partners in local food and beverage industry for new business opportunities.

Management recognizes the Company's need to increase its cash reserves in the coming year if it intends to adhere to its sales and marketing plans and has evaluated its potential sources of funds, including increased revenue from sale of its products and services and possible equity or debt financing. Although management intends to assess and act on these options through the course of the year, there can be no assurance that the steps management takes will be successful.

c) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value, as explained in the accounting policies set out in note 3(c). In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

d) Functional and presentation currency

The functional and presentation currency of the Company and its subsidiaries is the Canadian dollar.

ASTRON CONNECT INC.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

(Expressed in Canadian dollars)

2. BASIS OF PRESENTATION (continued)

e) Use of estimates

The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgments and estimates and form assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses for the periods reported. The estimates and associated assumptions are based on historical experience and various other factors that are considered to be relevant. Actual results could differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis and may change if new information becomes available. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3(r).

3. MATERIAL ACCOUNTING POLICY INFORMATION

a) Basis of consolidation

These consolidated financial statements include the financial statements of the Company and its subsidiaries. A subsidiary is an entity controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of the subsidiary are included in the consolidated financial statements from the date that control commences until the date that control ceases. All intercompany balances and transactions have been eliminated in preparing these consolidated financial statements.

Entity	Country of incorporation	Ownership
Sachiel Holdings Ltd.	Canada	100%
Sachiel Water Inc.	Canada	100%
Manna Resources Inc.	Canada	100%

b) Foreign currency translation

Transactions denominated in foreign currencies are translated to the respective functional currencies of the Company and its subsidiaries at exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing at the reporting date. Non-monetary assets and liabilities are translated at historical exchange rates prevailing at each transaction date. Revenues and expenses are translated at exchange rates prevailing on the date of transactions. All exchange gains and losses are included in profit or loss.

c) Financial instruments

Classification

On initial recognition, the Company determines the financial instruments classification as per the following categories:

Instruments measured at amortized cost; and
Instruments measured at fair value through other comprehensive income (FVOCI) or through net income (FVTPL).

The financial instruments' classification under IFRS 9 Financial Instruments ("IFRS 9") is based on the business model in which a financial asset is managed and on its contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial instrument in the scope of the standard are never separated. Instead, the hybrid financial instrument as a whole is assessed for classification.

ASTRON CONNECT INC.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

c) Financial instruments (continued)

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at FVTPL:

It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Equity investments held for trading are classified as FVTPL. For all other equity investments that are not held for trading, the Company, on initial recognition, may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income (FVOCI). This election is made on an investment-by-investment basis.

Financial liabilities are measured at amortized cost unless they must be measured at FVTPL (such as derivatives) or if the Company elects to measure them at FVTPL.

Measurement

Financial instruments at amortized cost

Financial instruments at amortized cost are initially measured at fair value plus transaction costs directly attributable to the asset/liability, and subsequently at amortized cost, using the effective interest method, less any impairment loss. Interest income, foreign exchange gains and losses and impairment are recognized in the consolidated statements of loss and comprehensive loss.

Financial instruments at fair value

Financial instruments are initially and subsequently measured at fair value and transaction costs are accounted for in the consolidated statements of loss and comprehensive loss. When the Company elects to measure a financial liability at FVTPL, gains or losses related to the Company's own credit risk are accounted for in the consolidated statements of loss and comprehensive loss.

Impairment of financial assets carried at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the credit risk of the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statement of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

Financial assets

The Company derecognizes a financial asset when, and only when, the contractual rights to the cash flows from the financial asset have expired or when contractual rights to the cash flows have been transferred.

Financial liabilities

The Company derecognizes a financial liability when, and only when, it is extinguished, meaning when the obligation specified in the contract is discharged, canceled or expired. The difference between the carrying amount of the extinguished financial liability and the consideration paid or payable, including non-cash assets transferred or liabilities assumed, is recognized in the consolidated statement of loss and comprehensive loss.

Financial assets and liabilities are offset and the net amount is presented in the consolidated statement of financial position only when the Company has a legally enforceable right to set off the recognized amounts and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

ASTRON CONNECT INC.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

d) Cash and cash equivalents

Cash and cash equivalents include cash at banks and on hand, and other short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of change of value. As at September 30, 2025 and 2024, the Company does not have cash equivalents.

e) Impairment

The carrying amounts of the Company's non-financial assets other than inventories are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated by reference to the higher of the value in use and fair value less costs to sell. Fair value less costs to sell is defined as the estimated price that would be received on the sale of the asset in an orderly transaction between market participants at the measurement date.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discounted rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purposes of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other groups of assets.

An impairment loss is recognized if the carrying amount of an asset or group of assets exceeds the estimated recoverable amount. Impairment losses are recognized in profit or loss.

When an impairment subsequently reverses, the carrying amount of the asset is increased to the revised estimated recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

f) Revenue recognition

Revenue is recognized by applying the five-step model under IFRS 15 Revenue from Contracts with Customers ("IFRS 15"). The Company recognizes revenue when, or as, the goods or services are transferred to the control of the customer and performance obligations are satisfied.

The Company generates its revenue from the sale of beverage and food products. The Company's revenue is recognized when control of the goods has been transferred, being when the goods are delivered to customers and when all performance obligations have been fulfilled. The amounts recognized as revenue represent the fair value of the consideration received or receivable from third parties on the sales of goods, net of goods and services taxes and less returns, and discounts, at which time there are no conditions for the payment to become due other than the passage of time. Deferred revenue represents customer deposits received in advance of delivery of products.

Performance obligations are satisfied at the point in time when products are delivered based on the volumes to customers at contractual delivery points, and prices have been agreed to with the purchaser and collectability is reasonable assured

g) Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss, except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income/loss.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

ASTRON CONNECT INC.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

g) Income taxes

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when the related asset is realized or liability is settled, based on the laws that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized.

h) Earnings (loss) per share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. The Company uses the treasury stock method for calculating diluted loss per share. Under this method the dilutive effect on loss per share is calculated on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to purchase common shares at the average market price during the period. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

i) Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. The proceeds from the issuance of units are bifurcated between shares and warrants, with the value of the warrants determined using residual method by allocating the value to common shares when issued then the residual to be allocated to warrants.

j) Stock-based compensation

The Company follows the fair value method of accounting for share options. Compensation expense is recorded for share options over the vesting period with a corresponding increase to reserve. The fair value of the share options is measured at grant date, using Black-Scholes option pricing model, taking into account the terms and conditions upon which the share options were granted. The expected term of options granted is determined based on historical data on the average hold period before exercise, expiry or cancellation. The risk-free rate of periods within the expected life of the share option is based on the Canadian government bond rate. The forfeiture rate assumption is based on historical results and the annualized volatility is based on the Company's historical share prices.

The amount recognized as expense is adjusted to reflect the number of share options expected to vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserve. Stock-based compensation to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured.

ASTRON CONNECT INC.
Notes to the Consolidated Financial Statements
For the Years Ended September 30, 2025 and 2024
(Expressed in Canadian dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

k) Significant accounting estimates and judgments

Significant assumptions about the future and key sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

(i) Evaluation of the Company's ability to continue as a going concern

Management has applied judgments in the assessment of the Company's ability to continue as a going concern when preparing these consolidated financial statements. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The assessment of the Company's ability to execute its strategy and finance the operations through achieving positive cash flow from operations or by obtaining additional funding through debt or equity financing involves judgments. Management monitors future cash requirements to assess the Company's ability to realize assets and discharge its liabilities in the normal course of operations.

o) New accounting standards issued, but not yet effective

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended September 30, 2025 and have not been applied in preparing these consolidated financial statements.

Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments

In May 2024, the International Accounting Standards Board ("IASB") issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance ("ESG")-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.

The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on the Company's financial statements.

IFRS 18 – Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure of Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management-defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. Retrospective application is required, and early application is permitted.

The standard is effective for annual reporting periods beginning on or after January 1, 2027, with early application permitted. Management is currently assessing the effect of the standard on the Company's financial statements.

ASTRON CONNECT INC.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

(Expressed in Canadian dollars)

4. OTHER RECEIVABLES

	September 30, 2025	September 30, 2024
	$	$
GST receivables	563	-
	563	-

5. INVESTMENT AND LOAN RECEIVABLE

On August 17, 2022, the Company entered into an arm's length agreement with an individual to acquire a loan receivable from a Canadian bottled water supplier (the "Borrower") for the amount of $480,000 for consideration of $330,000 in cash and $150,000 in the form of the Company's common shares. The Company's common shares were issued at a deemed price of $0.10 per share. As part of this acquisition, the Company also acquired a 15% equity interest of the Borrower for $1.

The loan is unsecured and bears interest at 10% per annum. During the year ended September 30, 2022, the Company provided the allowance for the entire balance of the loan and accrued interest receivable of $485,786 and has stopped accruing the interest.

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	September 30,2025	September 30, 2024
	$	$
Trade accounts payable	130,380	128,547
GST payable	-	1,030
Due to directors and officers (Note 10)	108,950	114,450
	239,330	244,027

ASTRON CONNECT INC.
Notes to the Consolidated Financial Statements
For the Years Ended September 30, 2025 and 2024
(Expressed in Canadian dollars)

7. GOVERNMENT ASSISTANCE

During the year ended September 30, 2021, the Company applied for the COVID-19 Relief Program. Export Development Canada (EDC) and the Business Development Bank of Canada (BDC) provided a direct loan to the Company ("CEBA Loan") of $40,000. During the year ended September 30, 2022, the Company received an additional loan of $20,000. The CEBA Loan has an initial term date on December 31, 2023 and may be extended to December 31, 2025. The CEBA Loan is non-revolving, with an interest rate being 0% per annum prior to the Initial Term Date and 5% per annum thereafter during any extended term, which is calculated daily and paid monthly. The CEBA Loan can be repaid at any time without penalty.

On September 14, 2023, the Government of Canada announced extended deadlines for CEBA Loan repayments, providing an additional year for term loan repayment, and additional flexibilities for loan holders looking to benefit rom partial loan forgiveness of up to 33 per cent. The repayment deadline for CEBA Loan to qualify for partial loan forgiveness is being extended from December 31, 2023, to January 18, 2024. The repayment deadline to qualify for partial loan forgiveness now includes a refinancing extension until March 28, 2024. As of September 30, 2025, the Company has paid back the loan of Nil (2024 - $40,000) with Nil (2024 - $20,000) loan forgiveness from the Government, which was recorded as other gain on the financial statements.

8. SHARE CAPITAL

a) Authorized:

Unlimited number of voting common shares without par value.

b) Issued and outstanding: 30,271,236 as of September 30, 2025

On November 12, 2024, the Company closed a non-brokered private placement with 13,333,335 common shares at a price of $0.03 per share for gross proceeds of $400,000. In connection with the non-brokered private placement, the Company paid a cash finder's fee of $32,000.

c) Stock options

The Company has a stock option plan (the "Plan") whereby it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of each option granted under the Plan shall not be less than the market value of the shares as at the grant date and vesting provisions for issued options are determined at the discretion of the Board of Directors.

As of September 30, 2025 and 2024, there was no stock option outstanding balance.

ASTRON CONNECT INC.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

(Expressed in Canadian dollars)

9. INCOME TAX

A reconciliation of income tax provision computed at Canadian statutory rates to the reported income tax provision is provided as follows:

	2025	2024
	$	$
Loss for the year	(117,531)	(118,325)
Canadian statutory tax rate	27%	27%
Income tax benefit computed at statutory rates	(31,733)	(31,948)
Temporary differences	(1,728)	-
True-up prior year tax losses	-	259,694
Change in unrecognized deferred tax assets	33,461	(227,746)
Income tax	-	-

The Company's statutory rate includes a combined Canadian federal corporate tax rate of 16% and the applicable provincial corporate tax rate of 11%.

The Company recognizes tax benefits on losses or other deductible amounts generated in countries where it is probable the Company will generate taxable income to be able to recognize deferred tax assets. The Company's unrecognized deductible temporary differences and unused tax losses for which no deferred tax asset is recognized consist of the following amounts:

	2025	2024
	$	$
Non-capital losses	5,505,167	5,368,624
Property and equipment	34,234	34,234
Intangibles	143,550	143,550
Share issuance costs	25,600	-
Unrecognized deductible temporary differences	5,708,551	5,546,408

As at September 30, 2025, the Company has total non-capital losses carried forward of approximately $5,505,167 which are available to offset future years' taxable income in Canada expiring in various amounts from 2037 to 2045.

10. RELATED PARTY TRANSACTIONS AND BALANCES

	2025	2024
	$	$
Transactions:
Director fees	34,500	69,000
Salaries and benefits	-	20,154

These transactions are in the normal course of operations and have been valued in these consolidated financial statements at their estimated fair value amounts. As at September 30, 2025, included in the accounts payable and accrued liabilities, there is $108,950 (September 30, 2024: $114,450) owing to directors and officers.

ASTRON CONNECT INC.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2025 and 2024

(Expressed in Canadian dollars)

11. FINANCIAL INSTRUMENTS AND FINANCIAL RISK

Fair value of financial instruments

The Company has the following financial instruments as of September 30, 2025 and 2024:

Financial assets	Categories	September 30, 2025 $	September 30, 2024 $
Cash and cash equivalents	FVTPL	330,098	85,608
Investment	FVTPL	1	1
Financial liabilities
Accounts payable and accrued liabilities	Amortized cost	239,330	244,027

The Company classifies its fair value measurements in accordance with the fair value hierarchies as follows: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

As at September 30, 2025, other receivable consists of GST receivable only. The fair value of accounts payable and accrued liabilities approximate their carrying values as at the reporting date due to the short-term maturities of these instruments. Cash and cash equivalents and investment are level 1 fair value hierarchy.

The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

a) Currency risk

The Company generates revenues and incurs expenses primarily in Canada and China and is exposed to risk from changes in foreign currency exchange rates. In addition, the Company holds financial assets and liabilities in foreign currencies that expose the Company to foreign exchange risk. A significant change in the currency exchange rates between the Canadian dollar relative to the US dollar could have an effect on the Company's results of operations, financial position and/or cash flows. The Company has not hedged its exposure to currency fluctuations.

At September 30, 2025, the Company had cash of $330,098 (September 30, 2024: $85,608), including $30,275 (September 30, 2024: $29,348), which are denominated in US dollars. For the year ended September 30, 2025, the Company's sensitivity analysis suggests that a change in the absolute rate of exchange in US dollars by 10% will increase or decrease comprehensive loss by approximately $3,027.

b) Interest rate risk

c) Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's cash and cash equivalents. The Company limits its exposure to credit risk on cash and cash equivalents by depositing only with reputable financial institutions. Credit risk is primarily associated with trade receivables and loan receivables. Credit risk on trade receivables is minimized by performing credit reviews, ongoing credit evaluation and account monitoring procedures September.

ASTRON CONNECT INC.
Notes to the Consolidated Financial Statements
For the Years Ended September 30, 2025 and 2024
(Expressed in Canadian dollars)

11. FINANCIAL INSTRUMENTS AND FINANCIAL RISK (continued)

c) Credit risk (continued)

The Company's Loan receivables are subject to expected credit loss model. Management assesses the credit worthiness of entities it advances loan to prior to and on a periodic basis. If it is determined that the counterparty is undergoing financial difficulty, management estimates a recoverable amount and books an allowance for expected credit losses. The Company's loan receivables have been impaired to $nil during the period ended September 30, 2025.

d) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As at September 30, 2025, the Company had a working capital of $62,109 (September 30, 2024: $188,361 deficiency). The Company is actively pursuing additional sources of financing to ensure that it can meet its ongoing operating requirements and planned capital expenditures.

12. CAPITAL MANAGEMENT

The Company has defined its capital as share capital, reserves and accumulated deficit.

The Company is not exposed to externally imposed capital restrictions, and the Company's objectives and strategies described above have not changed during the year. These objectives and strategies are reviewed on a continuous basis.

13. SEGMENTED INFORMATION

The Company operates in a single reportable operating segment: in the business of distribution and sale of beverage and food products in Canada, China and emerging markets.

14. SUBSEQUENT EVENT

On October 27, 2025, the Company entered into share exchange agreement ("Agreement") with Innolink Network Ltd., ("Innolink") a private Company. Pursuant to the Agreement, the Company will acquire all the issued and outstanding common shares of the Company (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 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 the Company 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 the Company (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.

ASTRON CONNECT INC.

Unaudited Condensed Interim Consolidated Financial Statements
For the Three Months Ended
December 31, 2025 and 2024
(Expressed in Canadian Dollars)

ASTRON CONNECT INC.
Unaudited Condensed Interim Consolidated Statements of Financial
Position As at December 31, 2025 and September 30, 2025
(Expressed in Canadian Dollars)

| | Note | 2025
$ | 2025
$ |
| --- | --- | --- | --- |
| ASSETS | | | |
| Current Assets | | | |
| Cash and cash equivalents | | 444,935 | 330,098 |
| Other receivables | 3 | 4,008 | 563 |
| Prepaid expenses and deposit | | 16,257 | 7,469 |
| | | 465,200 | 338,130 |
| Investment | 4 | 1 | 1 |
| Total Assets | | 465,201 | 338,131 |
| LIABILITIES | | | |
| Current Liabilities | | | |
| Accounts payable and accrued liabilities | 5 | 279,292 | 239,330 |
| Customer deposits | | 36,692 | 36,692 |
| | | 315,984 | 276,022 |
| Shareholders' Equity (Deficit) | | | |
| Share capital | 8 | 8,553,477 | 8,553,477 |
| Share subscription received | 8 | 193,000 | |
| Reserves | | 469,455 | 469,455 |
| Deficit | | (9,066,715) | (8,960,823) |
| | | 149,217 | 62,109 |
| Total Liabilities and Shareholders' Equity | | 465,201 | 338,131 |
| Approved on behalf of the Board of Directors: | | | |

Nature of Operation (Note 1)
Subsequent Event (Note 11)

"S.Randall Smallbone"
Director

"Iris (Hong) Duan"
Director

See accompanying notes to the consolidated financial statements

ASTRON CONNECT INC.
Unaudited Consolidated Statements of Loss and Comprehensive Loss
Three Months Ended December 31
(Expressed in Canadian Dollars)

	Three Months
	2025	2024
	$	$
Expenses
Consulting	10,000	6,910
Director fees	12,000	-
Filling	9,784	12,120
Office	7,073	2,520
Professional fees	44,372	7,514
Management fees	22,500	-
	105,729	29,064
Loss from operations	(105,729)	(29,064)
Other items
Interest income	23	902
Foreign exchange loss	(186)	-
Other income (loss)	(163)	902
Net loss and comprehensive loss for the period	(105,892)	(28,162)
Loss per common share
Basic and fully diluted	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding	30,271,236	18,722,965

See accompanying notes to the consolidated financial statements.

ASTRON CONNECT INC.

Unaudited Consolidated Statements of Changes in Shareholders' Equity

(Deficit) For the Three Months Ended December 31

(Expressed in Canadian Dollars)

	Shares	Share Capital			Deficit	Total
		Amount	Share subscription received	Reserves
		$	$	$	$	$
September 30, 2024	16,937,901	8,185,477	-	469,455	(8,843,292)	(188,360)
Private placement at $0.03	13,333,339	400,000	-	-	-	400,000
Share issuance cost	-	(32,000)	-	-	-	(32,000)
Net loss for the period		-	-	-	(28,162)	(28,162)
December 31, 2024	30,271,240	8,553,477	-	469,455	(8,871,454)	151,478
September 30, 2025	30,271,240	8,553,477	-	469,455	(8,960,823)	62,109
Share subscription received	-	-	193,000	-	-	193,000
Net loss for the period	-	-	-	-	(105,892)	(105,892)
December 31, 2025	30,271,240	8,553,477	193,000	469,455	(9,066,715)	149,217

See accompanying notes to the condensed interim consolidated financial statements

ASTRON CONNECT INC.
Unaudited Consolidated Statements of Cash Flows
For the Three Months Ended December 31
(Expressed in Canadian Dollars)

| | 2025
$ | 2024
$ |
| --- | --- | --- |
| OPERATING ACTIVITIES | | |
| Net loss for the period | (105,892) | (28,162) |
| Adjustment for items not involving cash: | | |
| Changes in non-cash working capital: | | |
| Trade and other receivables | (3,445) | (1,072) |
| Prepaid expenses | (8,788) | 479 |
| Accounts payable and accrued liabilities | 39,962 | (9,855) |
| Cash used in operating activities | (78,163) | (38,610) |
| FINANCING ACTIVITIES | | |
| Net proceeds from share issuance for cash in advance | 193,000 | 400,000 |
| Repayment of government subsidiary obligation | - | (32,000) |
| Cash provided by financing activities | 193,000 | 368,000 |
| Increase in cash | 114,837 | 329,390 |
| Cash and cash equivalents, beginning | 330,098 | 85,608 |
| Cash and cash equivalents, ending | 444,935 | 414,998 |

See accompanying notes to the condensed interim consolidated financial statements

ASTRON CONNECT INC.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three Months Ended December 31, 2025 and 2024
(Expressed in Canadian dollars)

1. NATURE OF OPERATIONS

The principal and registered office of the Company is at Bentall 5, 550 Burrard St Suite 2501, Vancouver, V6C 2B5

2. BASIS OF PRESENTATION

a) Statement of compliance

These condensed interim consolidated financial statements of the Company and its subsidiary are prepared in accordance with IAS 34 "Interim Financial Reporting" as issued by IASB, and accordingly do not include all the information required full annual financial statements by IFRS Accounting Standards ("IFRS"). They have been prepared using the same accounting policies that were described in note 3 to the Company's annual consolidated financial statements for the year ended September 30, 2025.

The condensed interim consolidated financial statements should be read in conjunction with the Company's 2025 annual consolidated financial statements.

These unaudited condensed consolidated financial statements of Astron Connect Inc. for the three months ended December 31, 2025 have been prepared by the management and approved by the Board of Directors on May 14, 2026.

b) Going concern

These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business. The Company is in an early stage of commercialization and will be required to attain profitability or generate additional financing as needed. During the three months ended December 31, 2025, the Company incurred a net and comprehensive loss of $105,892 (December 31, 2024: $28,162) and negative cash flows from operating activities of $78,163 (December 31, 2024: $38,610 negative). These conditions cast significant doubt about the Company's ability to continue as a going concern. These condensed interim consolidated financial statements do not give effect to any adjustments that would be necessary should the Company be unable to continue as a going concern, and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. Such adjustments could be material.

Management's current strategy is to focus on expanding its market share of the beverage and food products industry in Canadian markets. At the same time management is looking for partners in the local food and beverage industry for new business opportunities.

Management recognizes the Company's need to increase its cash reserves in the coming year if it intends to adhere to its sales and marketing plans and has evaluated its potential sources of funds, including increased revenue from sales of its products and services and possible equity or debt financing. Although management intends to assess and act on these options through the course of the year, there can be no assurance that the steps management takes will be successful.

c) Basis of measurement

The condensed interim consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value, as explained in the accounting policies set out in note 3(c). In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

d) Functional and presentation currency

The functional and presentation currency of the Company and its subsidiaries is the Canadian dollar.

ASTRON CONNECT INC.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

2. BASIS OF PRESENTATION (continued)

e) Use of estimates

The preparation of these condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments and estimates and form assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses for the periods reported. The estimates and associated assumptions are based on historical experience and various other factors that are considered to be relevant. Actual results could differ from these estimates.

The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3(r) in the annual financial statements as of September 30, 2025.

f) Basis of consolidation

Entity	Country of incorporation	Ownership
Sachiel Holdings Ltd.	Canada	100%
Sachiel Water Inc.	Canada	100%
Manna Resources Inc.	Canada	100%

g) Foreign currency translation

3. OTHER RECEIVABLES

	December 31, 2025	September 30, 2025
GST receivables	$	$
	4,008	563
	4,008	563

4. INVESTMENT AND LOAN RECEIVABLE

ASTRON CONNECT INC.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three Months Ended December 31, 2025 and 2024
(Expressed in Canadian dollars)

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31, 2025	September 30, 2025
	$	$
Trade accounts payable	135,842	130,380
Due to directors and officers (Note 10)	143,450	108,950
	279,292	239,330

GOVERNMENT ASSISTANCE

On September 14, 2023, the Government of Canada announced extended deadlines for CEBA Loan repayments, providing an additional year for term loan repayment, and additional flexibilities for loan holders looking to benefit rom partial loan forgiveness of up to 33 per cent. The repayment deadline for CEBA Loan to qualify for partial loan forgiveness is being extended from December 31, 2023, to January 18, 2024. The repayment deadline to qualify for partial loan forgiveness now includes a refinancing extension until March 28, 2024. As of December 31, 2025, the Company has paid back the loan of Nil (September 30, 2025 - $40,000) with Nil (September 30, 2025 - $20,000) loan forgiveness from the Government.

SHARE EXCHANGE AGREEMENT

SHARE CAPITAL

a) Authorized:
Unlimited number of voting common shares without par value.

b) Issued and outstanding – 30,271,240
The Company had no share capital transactions during the period ended December 31, 2025.

On November 12, 2024, the Company closed a non-brokered private placement with 13,333,339 common shares at a price of $0.03 per share for gross proceeds of $400,000. In connection with the non-brokered private placement, the Company paid a cash finder's fee of $32,000.

During the three months ended December 31, 2025, the Company has received the advanced payments for subscription receipts of Current Financing in the amount of $193,000.

ASTRON CONNECT INC.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

9. RELATED PARTY TRANSACTIONS AND BALANCES

	2025	2024
	$	$
Transactions:
Director fees	12,000	-
Salaries and benefits	22,500	-

These transactions are in the normal course of operations and have been valued in these consolidated financial statements at their estimated fair value amounts. As at December 31, 2025, included in the accounts payable and accrued liabilities, there is $143,450 (September 30, 2025: $108,950) owing to directors and officers.

10. FINANCIAL INSTRUMENTS AND FINANCIAL RISK

Fair value of financial instruments

The Company has the following financial instruments as of December 31, 2025 and September 30, 2025:

Financial assets	Categories	December 31, 2025 $	September 30, 2025 $
Cash and cash equivalents	FVTPL	444,935	330,098
Other receivables (excluding GST)	Amortized cost	-	-
Investment	FVTPL	1	1
Financial liabilities
Accounts payable and accrued liabilities	Amortized cost	279,292	239,330

The Company classifies its fair value measurements in accordance with the fair value hierarchies as follows:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value of other receivables (excluding GST), loan receivable, accounts payable and accrued liabilities and government assistance approximate their carrying values as at the reporting date due to the short-term maturities of these instruments. Cash and cash equivalents and investment are level 1 fair value hierarchy.

a) Currency risk

At December 31, 2025, the Company had cash of $444,935 (September 30, 2025: $330,098), which are included denominated in US dollars. For the period ended December 31, 2025, the Company's sensitivity analysis suggests that a change in the absolute rate of exchange in US dollars by 10% will increase or decrease comprehensive loss by approximately $2,990 (September 30, 2025: $3,027).

ASTRON CONNECT INC.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the Three Months Ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

10. FINANCIAL INSTRUMENTS AND FINANCIAL RISK (continued)

b) Interest rate risk

The Company is exposed to interest rate risk on the variable rate of interest earned on bank deposits. The interest rate risk on cash equivalents is insignificant, as the deposits are short-term. The Company's $60,000 loan (note 6) is non-interest bearing until January 18, 2024. Any unpaid amount will be subject to 5% interest. The Company's loan receivable have fixed interest rates of 10% per annum. The Company has not entered into any derivative instruments to manage interest rate fluctuations. As such, the Company's cash flow would not be impacted by changes in market rates of interest.

c) Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's cash and cash equivalents, trade and other receivables, and loan receivable. The Company limits its exposure to credit risk on cash and cash equivalents by depositing only with reputable financial institutions. Credit risk is primarily associated with trade receivables and loan receivables. Credit risk on trade receivables is minimized by performing credit reviews, ongoing credit evaluation and account monitoring procedures. All trade receivables have been reviewed for indicators of impairment and the consolidated financial statements take into account an allowance for bad debts. As at December 31, 2025 and September 30, 2025, the Company does not have a receivable trade balance.

d) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As at December 31, 2025, the Company had a working capital of $149,216 (September 30, 2025: $62,109 deficiency). The Company is actively pursuing additional sources of financing to ensure that it can meet its ongoing operating requirements and planned capital expenditures.

9. CAPITAL MANAGEMENT

The Company has defined its capital as share capital, reserves and accumulated deficit.

The Company is not exposed to externally imposed capital restrictions, and the Company's objectives and strategies described above have not changed during the period. These objectives and strategies are reviewed on a continuous basis.

10. SEGMENTED INFORMATION

The Company operates in a single reportable operating segment: in the business of distribution and sale of beverage and food products in Canada, China and emerging markets.

11. SUBSEQUENT EVENT

Subsequent to the period ended December 31, 2025, the Company has received the advanced payments for subscription receipts of Current Financing in the amount of $2,390,000.

83 -
SCHEDULE "B"
MD&A OF ASTRON
[See Attached]

Astron Connect Inc. Management's Discussion and Analysis For the Year ended September 30, 2024

This Management Discussion and Analysis ("MD&A") is prepared as at January 24, 2025 and should be read in conjunction with the consolidated financial statements of Astron Connect Inc. ("Astron" or the "Company") for the year ended September 30, 2024. Unless otherwise indicated, all dollar amounts are in Canadian dollars. Additional information relevant to the Company activities can be located on the company website at https://www.astronconnect.ca/ or SEDAR at www.sedarplus.ca.

Forward Looking Statements

This MD&A may contain certain forward-looking statements that involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors may include, but are not limited to: unavailability of financing, changes in government regulation, general economic conditions, general business conditions, limited time being devoted to business by directors, escalating professional fees, and escalating transaction costs. Readers are cautioned not to place undue reliance on forward-looking statements, which are effective only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Actual results may differ materially and adversely from those expressed in any forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements for any reason.

Company History and Business Overview

The Company was incorporated on February 20, 2017 under the Business Corporations Act (British Columbia) with one class of shares, being common shares without par value and was a capital pool company ("CPC") as defined by policy 2.4 (the "CPC Policy") of the TSX Venture Exchange ("Exchange").

On August 28, 2018, the Company completed a Qualifying Transaction (the "Transaction") to acquire and amalgamate with Sachiel Connect Inc. ("Sachiel Connect") which was approved by the Exchange. 1148535 B.C. Ltd, a wholly owned subsidiary of the Company, acquired all of the issued and outstanding securities of Sachiel Connect from its existing shareholders, and as consideration, the Company issued 29,099,992 common shares in the capital of the Company to the shareholders of Sachiel Connect.

On August 28, 2018, 1148535 B.C. Ltd. and Sachiel Connect were amalgamated as one company under the name Sachiel Holdings Ltd. ("Sachiel Holdings"). Sachiel Holdings remains a wholly owned subsidiary of the Company.

As a result of the Transaction, the former shareholders of Sachiel Connect acquired control of the Company. Therefore, the Transaction is considered as a reverse take-over. The Company has ceased to be a capital pool company since then. The consolidated financial statements of Astron represent a continuation of the business of Sachiel Connect. On August 24, 2018, the Company changed its name from Exalt Capital Corp. to Astron Connect Inc. and began trading under the symbol "AST" under the TSX Venture Exchange ("TSX.V").

The Company is engaged primarily in the business of distribution and sale of beverage and food products in Canada, China and Emerging markets.

On April 1, 2020, the Company completed a transaction to acquire all of the issued and outstanding shares of Manna Resources Inc. ("Manna"), a private company incorporated in BC. Manna Resources Inc. operates a bottled water trading business focused on the China and other Asian markets under the "Manna Water" brand. The purchase price of $100,000 comprised of $40,000 cash (unpaid) and $60,000 worth of Astron common shares issued at a fair value of $0.40 per share (a total of 150,000 shares). The transaction was accepted by the Exchange on April 27, 2020.

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On April 1, 2022, the Company completed a non-brokered private placement to raise $500,000 by the issuance of 5,000,000 units (the "Units") at a price of $0.10 per Unit. Each Unit consisted of one Astron common share and one transferable common share purchase warrant. Each warrant will be exercisable to acquire one share at a price of $0.15 each for a period of one year following the closing date of the private placement.

The head office, principal address and registered office of the Company are located at 2900 – 733 Seymour St., P.O. Box 1, Vancouver, B.C. V6B 0S6.

Business Highlights:

Highlights for the year ended September 30, 2024:

Net loss of $118,325 for the year ended September 30, 2024 (2023 – net loss of $499,897), an improvement of 322% from FY2023.

Overall Performance

The following discussion of the Company's financial performance is based on the consolidated financial statements for the years ended September 30, 2024 and 2023.

The consolidated statement of financial position as of September 30, 2024 indicates a cash and cash equivalents balance of $85,608 (2023 - $190,348), other receivables of $Nil (2023 - $7,967), prepaid expenses and deposit of $6,750 (2023 - $8,679) and total current assets of $92,358 (2023 - $206,994). The decrease in total current assets was due mainly to the cash used in operating and investing activities.

Current liabilities as at September 30, 2024 totalled $280,719 (2023 - $277,030) which include accounts payable and accrued liabilities of $244,027 (2023 - $180,338), government assistance of $Nil (2023 - $60,000) and customer deposit of $36,692 (2023 - $36,692). Shareholders' equity is comprised of common shares of $8,185,477 (2023 - $8,185,477) and deficit of $8,843,292 (2023 - $8,724,967).

Working capital deficiency is $188,361 (2023 - $70,036 deficiency). Management believes that the Company has sufficient working capital to maintain the Company's day-to-day operations for at least the next twelve months, however, the Company has raised additional funding through a private placement subsequent to the year ended September 30, 2024 since the Company does not generate profitable operations in 2024.

During the year ended September 30, 2024, the Company reported a net loss of $118,325 (2023 - $499,897). The decrease in net loss from operation is due mainly to a decrease of operational expenses.

The weighted-average number of common shares outstanding for the year ended September 30, 2024 was 16,937,901, compared to 16,937,901 for the year ended September 30, 2023.

Factors Concerning the Company's Financial Performance and Results of Operations

The key performance indicators for the Company are revenue growth, EBITDA and net income. The success of the Company to expand will be measured by revenue growth. Revenue growth will be dependent on the Company being able to penetrate new markets and gain new customers through acquisitions, and continued development of its production offerings.

Management believes that net income is a measure of how efficiently and effectively the business is running. The Company is in a period of expansion and growth. Therefore, selling and general administration costs will increase over the next twelve months. To achieve an acceptable net income, management will need to balance the increase in selling and general administration costs and revenue growth. Net income is also viewed as an important measure for determining the value created for shareholders.

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Management believes that in addition to revenue and net income, earnings from continuing operations before interest and finance costs, taxes, depreciation and amortization, other non-cash items and one-time gains and losses (for the purposes of the Company's MD&A, EBITDA) as derived from information reported in the statements of loss and comprehensive loss is a useful supplemental measure as it provides an indication of the results generated by the Company's principal operating segments but also factors in the administrative expenses incurred during the period. It is believed that EBITDA will become a more meaningful metric in the future when it has had a chance to benefit from the planned marketing and development activities and the building of the required infrastructure to support recurring sales.

Management's current strategy is to focus on looking for new partners in local food and beverage industry for new business opportunities.

Selected Annual Information

	2024	2023	2022
		$	$
Revenue	-	28,283	175,581
Operating expenses	161,499	486,673	515,977
Impairment of intangible assets	-	(10,126)	-
Impairment of loan receivable	-	-	(485,786)
Other income (Expenses)	43,174	3,094	17,506
Net loss	(118,325)	(499,897)	(937,281)
Basic and diluted EPS	(0.01)	(0.03)	(0.07)
Total assets	92,359	206,995	669,805
Total non-current liabilities	-	-	60,000

For further financial information, please refer to the annual audited consolidated financial statements.

Revenue

There were no revenues recorded in the second quarter due to business closure of our main supplier.

Operating Expenses

	2024	2023
Consulting expenses	15,503	26,231
Director fees	69,000	68,500
Filling expenses	15,007	20,725
Office expenses	13,066	17,636
Professional fees	28,768	55,484
Provision of prepaid	-	91,553
Provision of inventory	-	66,103
Rental expenses	-	12,983
Salary and benefits	20,154	127,458
	161,499	486,673

Overall, operating expenses decreased by $325,174 compared to September 30, 2023, which is resulting from no provision expense in FY2024. The decrease was also due to decreases in a few expenses incurred in FY2024, i.e. salary and benefits decreased by $107,304 in FY2023 (2023 - $56,923). The main fluctuations in operating expenses are as follows:

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Consulting expenses

Consulting expenses decreased by $10,728 for the year ended September 30, 2024, compared to the fiscal year 2023, primarily due to Management's decision to reduce costs.

Office expenses

Office expenses decreased by $4,570 for the year ended September 30, 2024, compared to the fiscal year 2023, primarily due to Management's decision to reduce overhead costs.

Professional fees

Professional fees an decreased by $26,716 for the year ended September 30, 2024, compared to the fiscal year 2023, primarily due to decrease of audit fees and legal fees.

Salary and benefits

Salaries and benefits decreased by $107,304 for year ended September 30, 2024, compared with the fiscal year 2023, primarily due to a decreased headcount.

Provision of prepaid

Provision of prepaid decreased by $91,553 for the year ended September 30, 2024, compared to the fiscal year 2023. There was no provision of prepaid for the current year.

Impairment of Inventories

Impairment of Inventories decreased by $66,103 for the year ended September 30, 2024, compared to the fiscal year 2023. There was no impairment of inventory for the current year.

Other income (loss)

Impairment of intangible assets by $Nil for the year ended September 30, 2024, compared to the fiscal year 2023. There was no impairment of intangible assets for the current year.

Other income in 2024 was $43,174 (2023 - $3,094) of other income was primarily attributed to gain on debt settlement, and government subsidy forgiveness, compared to the fiscal year 2023.

Net Loss

Net loss was $118,325 for the year ended September 30, 2024 compared to $499,897 for the year ended September 30, 2023. The decrease was primarily attributed to the decreased operating expenses as noted above and the increased other income.

Summary of Quarterly Results

The following table presents unaudited selected financial information for each of the last eight quarters for fiscal 2024 and 2023:

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	September 30, 2024	June 30, 2024	March 31, 2024	December 31, 2023
	$	$	$	$
Net income (loss)	5,847	(12,338)	(53,959)	(57,873)
Loss per Share	0.00	(0.00)	(0.00)	(0.00)
	September 30, 2023	June 30, 2023	March 31, 2023	December 31, 2022
	$	$	$	$
Total Revenues	-	28,283	-	-
Gross profit	-	(6,194)	-	-
Net income (loss)	(222,086)	(66,014)	(125,351)	(86,446)
Loss per Share	(0.01)	(0.00)	(0.01)	(0.01)

Financing Activities

During the year ended September 30, 2024 and 2023, the Company had no financing activity.

Liquidity

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As at September 30, 2024 and 2023, the Company had a working capital deficiency of $188,361 and $70,036, respectively. The Company is focused on generating sales revenue through increase sales volume of new products offerings and is actively pursuing additional sources of private placement financing to ensure that it can meet its ongoing operating requirements and planned capital expenditures.

The following tables detail the remaining contractual maturities at the respective reporting dates of the Company's non-derivative financial liabilities, which are based on contractual undiscounted cash flows and the earliest date the Company can be required to pay:

	Carrying amount	Contractual cash flows	Less than 1 year	1 - 3 years	4 - 5 years
	$	$	$	$	$
Accounts payable and accrued liabilities	244,027	244,027	73,541	170,486	-
Total	244,027	244,027	73,541	170,486	-

Capital Resources

The Company's objective is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

The Company has defined its capital as common shares, reserves and accumulated deficit.

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, to maintain appropriate cash reserves on hand to support continued operations and shareholder returns, maintain capital structure while keeping capital costs at a minimum, and to invest cash on hand in highly liquid, highly rated financial instruments. The company is not exposed to externally imposed capital restrictions, and the Company's objectives and strategies described above have not changed during the year. These objectives and strategies are reviewed on a continuous basis.

Off Balance Sheet Arrangements

To the best of management's knowledge, there are no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company.

Transactions with Related Parties

A number of key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. Certain of these entities transacted with the Company during the reporting period.

The following is a summary of balances and transactions with a director of the Company:

	2024	2023
		$
Transactions:
Director fees	69,000	68,500
Salaries and benefits	-	86,400

These transactions are in the normal course of operations and have been valued in these consolidated financial statements at the estimated fair value amount, which is the amount of consideration established and agreed to by the related party.

Fourth Quarter

Results for the three months ended September 30, 2024 and 2023 are as follows:

The net income in the fourth quarter ended September 30, 2024 was $5,847 compared to net loss of $222,086 in the same period in fiscal 2023. The decrease in net loss was primarily attributed to decrease of operating expenses and the Company writing off other receivable and account payable during the fourth quarter of year 2024.

Critical Accounting Estimates and Changes in Accounting Policies

All significant critical accounting estimates and change in accounting policies are fully disclosed in Note 3 of the consolidated financial statements for the year ended September 30, 2024.

Financial Instruments and Financial Risk

Fair value of financial instruments

The Company classifies its fair value measurements in accordance with the three level fair value hierarchies as follows:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value of cash and cash equivalents, trade and other receivables (excluding GST), accounts payable and accrued liabilities and due to related party approximates their carrying values as at the reporting date due to the short-term maturities of these instruments.

Financial assets	Categories	September 30, 2025	September 30, 2024
		$	$
Cash and cash equivalents	FVTPL	85,608	190,348
Trade and other receivables (exclude GST)	Amortized cost	-	-
Investment	FVTPL	1	1
Financial liabilities
Accounts payable and accrued liabilities	Amortized cost	244,027	180,338
Government assistance	Amortized cost	-	60,000

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Financial risk management objectives and policies

a) Currency risk

At September 30, 2024, the Company had cash of $29,438 (2023: $63,492), which are denominated in US dollars. For the year ended September 30, 2023, the Company's sensitivity analysis suggests that a change in the absolute rate of exchange in US dollars by 10% will increase or decrease comprehensive loss by approximately $2,944 (2023: $6,349).

b) Interest rate risk

The Company is exposed to interest rate risk on the variable rate of interest earned on bank deposits. The interest rate risk on cash equivalents is insignificant, as the deposits are short-term. The Company's $60,000 loan (note 7) is non-interest bearing until December 31, 2023. Any amounts unpaid will be subject to 5% interest. As of September 30, 2024, the Company has paid back the loan in full and recognized $20,000 forgiveness as other income. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

c) Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's cash and cash equivalents, trade and other receivables, and loan receivable. The Company limits its exposure to credit risk on cash and cash equivalents by depositing only with reputable financial institutions. Credit risk is primarily associated with trade receivables and loan receivable. Credit risk on trade receivables is minimized by performing credit reviews, ongoing credit evaluation and account monitoring procedures. All trade receivables have been reviewed for indicators of impairment and the consolidated financial statements take into account an allowance for bad debts. Except for the provision of prepaid of $Nil (2023: $91,553), there were no overdue trade receivables outstanding as of September 30, 2024 and 2023 and collection is reasonably assured.

d) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As at September 30, 2024, the Company had a working capital deficiency of $188,361 (2023: $70,036 deficiency). The Company is focused on generating sales revenue and is actively pursuing additional sources of financing to ensure that it can meet its ongoing operating requirements and planned capital expenditures.

Summary of Outstanding Share Data

As at the date of this report, the Company's share capital is as follows:

Authorized: Unlimited common voting shares without nominal or par value.
Issued and outstanding 30,271,236 (September 30, 2024 - 16,937,901) common shares

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Options

As at the date of this report, the Company has no (2023 - Nil) option outstanding.

Warrants

As at the date of this report, the Company has no (2024 - Nil) warrant outstanding.

Material Changes

The Company's annual general meeting for 2023 was held on November 28, 2023.

The following individuals are elected as directors of the Company to hold office until the next annual general meeting or their earlier resignation in accordance with the governing corporate legislation:

(Iris) Hong Duan
Wei Kang
Herrick Lau
S. Randall Smallbone

Smythe LLP is appointed as the auditor of the Company for the ensuing year.

On December 6, 2023, Smythe LLP has resigned as the auditor and the Company appointed Mao & Ying LLP as the current auditor of the Company.

On October 11, 2023, Wei Kang resigned as VP Finance and appointed as Audit Committee Member.

As at the filing date of this MD&A, the directors and officers of the Company are as follows:

Randall Smallman
Chairman, Interim CEO, Audit Committee and Disclosure Committee Member
Iris (Hong) Duan
Director and Interim CFO
Wei Kang
Director, Audit Committee and Compensation Committee Member
Herrick Lau
Director, Audit, Compensation and Disclosure Committee Member

Risk Uncertainties

We have a limited operating history.

Our limited operating history makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment. We were incorporated in 2016 and, as a result, have only a limited operating history upon which our business and future prospects may be evaluated. Although we believe we will experience substantial revenue growth, we may not be able to reach the expected rate of growth or even maintain our current revenue levels.

We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly developing and changing industries, including challenges related to recruiting, integrating and retaining qualified employees; making effective use of our limited resources; achieving market acceptance of our existing and future solutions; competing against companies with greater financial and technical resources; acquiring and retaining customers. Our current operational infrastructure may require changes for us to scale our business efficiently and effectively to keep pace with demand for our solutions, and achieve long-term profitability. If we fail to implement these changes on a timely basis or are unable to implement them effectively, or at all due to factors beyond our control, our business may suffer. We cannot assure you that we will be successful in addressing these and other challenges we may face in the future.

Our business is at an early stage of commercialization,

We are still at an early stage of commercialization. There can be no assurance that we will meet its objectives. As in any early-stage development company, there is no assurance that our business will be successful.

We have incurred losses and may continue to incur losses.

Our operating results have fluctuated significantly in the past from quarter to quarter and may continue to do so in the future. In addition, we have experienced net losses since we have commenced our business operation, and such losses may very well continue

You should not rely on the results for any particular period as an indication of our future performance. It is possible that, in future periods, our results of operations may be below the expectations of public market analysts and investors. Fluctuations in our quarterly operating results or our inability to achieve or maintain profitability may cause volatility in the price of our common stock in the public market.

We are subject to global trade sentiments.

Our operations are dependent on the trade sentiment between Canada and the destination markets. As such this is an externality that we as a company cannot address directly.

We may not be able to engage and retain sufficient buyers to drive revenue growth.

If we are unable to attract significant numbers of new buyers and increase levels of engagement, our ability to maintain or grow our business would be materially and adversely affected. We may not be able to successfully monetize traffic on our platform, which could have a material adverse effect on our business. An increasing percentage of our users are accessing our marketplaces through mobile devices, a trend that we expect to continue. Our ability to monetize our mobile user traffic is critical to our business and our growth.

We may not be able to maintain or grow our revenue or business.

We will primarily derive our revenue from online marketing services, commissions based on transaction value derived from certain of our marketplaces and fees from the sale of memberships on our wholesale marketplaces.

Potential changes in our strategy for monetizing our wholesale marketplaces could result in prolonged reductions in revenue from those marketplaces. In addition, our revenue growth may slow or our revenues may decline for other reasons, including decreasing consumer spending, increasing competition, slowing growth of the China retail or China online retail industry, changes in government policies or general economic conditions. In addition, our revenue growth rate will likely decline as our revenue grows to higher levels.

We are dependent on key personnel.

We depend on key management as well as experienced and capable personnel generally, and any failure to attract, motivate and retain our staff could severely hinder our ability to maintain and grow our business. Our future success is significantly dependent upon the continued service of our key executives and other key employees. If we lose the services of any member of management or key personnel, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new staff, which could severely disrupt our business and growth.

The size and scope of our ecosystem also require us to hire and retain a wide range of effective and experienced personnel who can adapt to a dynamic, competitive and challenging business environment. We will need to continue to attract and retain experienced and capable personnel at all levels as we expand our business and operations. Competition for talent is intense, and the availability of suitable and qualified candidates is limited. Competition for these individuals could cause us to offer higher compensation and other benefits to attract and retain them. Even if we were to offer higher compensation and other benefits, there is no assurance that these individuals will choose to join or continue to work for us. Any failure to attract or retain key management and personnel could severely disrupt our business and growth.

We are subject to changes general economic conditions

The markets in which we operate are affected by changes in general economic conditions, including China's marketplace and emerging markets, and political and economic conditions, international, national, regional and local economic conditions, all of which are outside of our control. Economic slowdowns, cyclical trends, increases in interest rates and other factors could have a material adverse effect on our financial performance and financial condition.

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We are subject to governmental regulation.

China and emerging markets government regulation can affect us. Failures to comply with applicable and new emerging regulatory requirements can, among other things, result in fines, suspension of regulatory approvals, seizures, operating restrictions and criminal prosecutions. All of the foregoing regulatory matters will also be applicable to development and marketing undertaken by any collaborative partners.

Our research and market development may not prove to be profitable.

There can be no assurances that our research and market development activities will prove profitable.

Subsequent Events

Private Placement

Annual General Meeting

The Company's annual general meeting for 2024 was held on December 30, 2024.

(Iris) Hong Duan
Wei Kang
Herrick Lau
S. Randall Smallbone

Mao & Ying LLP is appointed as the auditor of the Company for the ensuing year.

Additional Information

Additional information about the Company is available on SEDAR at www.sedarplus.ca.

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Astron Connect Inc. Management's Discussion and Analysis For the Year ended September 30, 2025

This Management Discussion and Analysis ("MD&A") is prepared as at January 28, 2026 and should be read in conjunction with the consolidated financial statements of Astron Connect Inc. ("Astron" or the "Company") for the year ended September 30, 2025. Unless otherwise indicated, all dollar amounts are in Canadian dollars. Additional information relevant to the Company activities can be located on the company website at https://www.astronconnect.ca/ or SEDAR at www.sedarplus.ca.

Forward Looking Statements

Company History and Business Overview

The Company is engaged primarily in the business of distribution and sale of beverage and food products in Canada, China and Emerging markets.

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The head office, principal address and registered office of the Company are located at Bentall 5, 550 Burrard St Suite 2501 Vancouver, V6C 2B5

Business Highlights:

Highlights for the year ended September 30, 2025:

Net loss of $117,531 for the year ended September 30, 2025 (2024 – net loss of $118,325), an improvement of 0.7% from FY2024.

Overall Performance

The following discussion of the Company's financial performance is based on the consolidated financial statements for the years ended September 30, 2025 and 2024.

The consolidated statement of financial position as of September 30, 2025 indicates a cash and cash equivalents balance of $330,098 (2024 - $85,608), other receivables of $563 (2024 - $Nil), prepaid expenses and deposit of $7,469 (2024 - $6,750) and total current assets of $338,130 (2024 - $92,358). The decrease in total current assets was due mainly to the cash used in operating and investing activities.

Current liabilities as at September 30, 2025 totaled $276,022 (2024 - $280,719) which include accounts payable and accrued liabilities of $239,330 (2024 - $244,027) and customer deposit of $36,692 (2024 - $36,692). Shareholders' equity is comprised of common shares of 8,553,477 (2024 - $8,185,477) and deficit of $8,960,823 (2024 - $8,843,292).

Working capital is $62,108 (2024 - $188,361 deficiency). Management believes that the Company has sufficient working capital to maintain the Company's day-to-day operations for at least the next twelve months, however, the Company has raised additional funding through a private placement subsequent to the year ended September 30, 2025 since the Company does not generate profitable operations in 2024.

During the year ended September 30, 2025, the Company reported a net loss of $117,531 (2024 - $118,325). The decrease in net loss from operation is due mainly to a decrease of operational expenses.

The weighted-average number of common shares outstanding for the year ended September 30, 2025 was 28,700,460, compared to 16,937,901 for the year ended September 30, 2024.

Factors Concerning the Company's Financial Performance and Results of Operations

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Management's current strategy is to focus on looking for new partners in local food and beverage industry for new business opportunities.

Selected Annual Information

	2025	2024	2023
		$	$
Revenue	-	-	28,283
Operating expenses	124,827	161,499	486,673
Impairment of intangible assets	-	-	(10,126)
Other income (Expenses)	7,296	43,174	3,096
Net loss	(117,531)	(118,325)	(499,897)
Basic and diluted EPS	(0.00)	(0.01)	(0.03)
Total assets	338,131	92,359	206,995
Total non-current liabilities	-	-	-

For further financial information, please refer to the annual audited consolidated financial statements.

Revenue

There were no revenues recorded in the fourth quarters due to business closure of our main supplier.

Operating Expenses

	2025	2024
Consulting expenses	17,910	15,503
Director fees	34,500	69,000
Filling expenses	23,087	15,007
Office expenses	14,190	13,067
Professional fees	35,140	28,768
Salary and benefits	-	20,154
	124,827	161,499

Overall, operating expenses decreased by $36,672 compared to September 30, 2024, which is resulting from no provision expense in FY2025. The decrease was also due to decreases in a few expenses incurred in FY2024, i.e. director fees decreased by $34,500 in FY2025 (2024 - $69,000). The main fluctuations in operating expenses are as follows:

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Consulting expenses

Consulting expenses increased by $2,407 the year ended September 30, 2025, compared to the fiscal year 2024, primarily due to consulting work in connection with the private placement and annual meeting.

Office expenses

Office expenses increased by $1,123 for the year ended September 30, 2025, compared to the fiscal year 2024, primarily due to primarily due to office expenses in connection with the annual general meeting.

Professional fees

Professional fees an increased by $6,372 for the year ended September 30, 2025, compared to the fiscal year 2024, primarily due to increase of legal fees in connection with reverse takeover transaction.

Director fees

Director fees decreased by $34,500 for year ended September 30, 2025, compared with the fiscal year 2024, primarily due to a decreased headcount.

Filing fees

Filing fees an increased by $8,080 for year ended September 30, 2025, compared with the fiscal year 2024, primarily due to an increase of filing fees in connection with reverse takeover transactions.

Other income (loss)

Other income in 2025 was $7,296 (2024 - $43,174) of other income was primarily attributed to gain on debt settlement, and government subsidy forgiveness, compared to the fiscal year 2024.

Net Loss

Net loss was $117,531 for the year ended September 30, 2025 compared to $118,325 for the year ended September 30, 2024. The decrease was primarily attributed to the decreased operating expenses as noted above and the increased other income.

Summary of Quarterly Results

The following table presents unaudited selected financial information for each of the last eight quarters for fiscal 2025 and 2024:

	September 30, 2025	June 30, 2025	March 31, 2025	December 31, 2024
	$	$	$	$
Net income (loss)	(64,138)	(5,705)	(19,526)	(28,162)
Loss per Share	(0.00)	(0.00)	(0.00)	(0.00)
	September 30, 2024	June 30, 2024	March 31, 2024	December 31, 2023
	$	$	$	$
Net income (loss)	5,847	(12,338)	(53,959)	(57,873)
Loss per Share	0.00	(0.00)	(0.00)	(0.00)

Financing Activities

During the year ended September 30, 2025 and 2024, the Company had a financing activity. On November 12, 2024, the

Company closed a non-brokered private placement with 13,333,335 common shares at a price of $0.03 per share for gross proceeds of $400,000. In connection with the non-brokered private placement, the Company paid a cash finder's fee of $32,000.

Liquidity

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As at September 30, 2025 and 2024, the Company had a working capital of $62,108 and deficiency of $188,361, respectively. The Company is actively pursuing additional sources of financing to ensure that it can meet its ongoing operating requirements and planned capital expenditures.

	Carrying amount	Contractual cash flows	Less than 1 year	1 - 3 years	4 - 5 years
	$	$	$	$	$
Accounts payable and accrued liabilities	239,330	239,330	79,224	160,106	-
Total	239,330	239,330	79,224	160,106	-

Capital Resources

The Company's objective is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

The Company has defined its capital as common shares, reserves and accumulated deficit.

Off Balance Sheet Arrangements

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Transactions with Related Parties

The following is a summary of balances and transactions with a director of the Company:

	2025	2024
		$
Transactions:
Director fees	34,500	69,000
Salaries and benefits	-	20,154,

Fourth Quarter

Results for the three months ended September 30, 2025 and 2024 are as follows:

The net loss in the fourth quarter ended September 30, 2025 was $64,138 compared to net income of $5,847 in the same period in fiscal 2024. The increase in net loss was primarily attributed to increase of operating expenses and the Company writing off other receivable and account payable during the fourth quarter of year 2024.

Critical Accounting Estimates and Changes in Accounting Policies

All significant critical accounting estimates and change in accounting policies are fully disclosed in Note 3 of the consolidated financial statements for the year ended September 30, 2025.

Financial Instruments and Financial Risk

Fair value of financial instruments

The Company classifies its fair value measurements in accordance with the three level fair value hierarchies as follows:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial assets	Categories	September 30, 2025	September 30, 2024
		$	$
Cash and cash equivalents	FVTPL	330,098	85,608
Amortized cost	-	-	-
Investment	FVTPL	1	1
Financial liabilities
Accounts payable and accrued liabilities	Amortized cost	239,330	244,027

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Financial risk management objectives and policies

a) Currency risk

At September 30, 2025, the Company had cash of $30,275 (2024: $29,438), which are denominated in US dollars. For the year ended September 30, 2025, the Company's sensitivity analysis suggests that a change in the absolute rate of exchange in US dollars by 10% will increase or decrease comprehensive loss by approximately $3,027 (2024: $2,944).

b) Interest rate risk

c) Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's cash and cash equivalents, trade and other receivables, and loan receivable. The Company limits its exposure to credit risk on cash and cash equivalents by depositing only with reputable financial institutions. Credit risk is primarily associated with trade receivables and loan receivable. Credit risk on trade receivables is minimized by performing credit reviews, ongoing credit evaluation and account monitoring procedures. All trade receivables have been reviewed for indicators of impairment and the consolidated financial statements take into account an allowance for bad debts. Except for the provision of prepaid of $Nil (2024: $ Nil), there were no overdue trade receivables outstanding as of September 30, 2025 and 2024 and collection is reasonably assured.

d) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As at September 30, 2025, the Company had a working capital deficiency of $62,109 (2024: $188,361 deficiency). The Company is focused on generating sales revenue and is actively pursuing additional sources of financing to ensure that it can meet its ongoing operating requirements and planned capital expenditures.

Summary of Outstanding Share Data

As at the date of this report, the Company's share capital is as follows:

Authorized: Unlimited common voting shares without nominal or par value.
Issued and outstanding 30,271,236 (September 30, 2024 - 16,937,901) common shares

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Material Changes

Annual General Shareholders Meeting

The Company's annual general meeting for 2024 was held on December 30, 2024.

S. Randall Smallbone
(Iris) Hong Duan
Wei Kang
Herrick Lau

Mao & Ying LLP is appointed as the auditor of the Company for the ensuing year.

Share Exchange Agreement

Risk Uncertainties

We have a limited operating history.

Our business is at an early stage of commercialization,

We have incurred losses and may continue to incur losses.

the price of our common stock in the public market.

We are subject to global trade sentiments.

Our operations are dependent on the trade sentiment between Canada and the destination markets. As such this is an externality that we as a company cannot address directly.

We may not be able to engage and retain sufficient buyers to drive revenue growth.

We may not be able to maintain or grow our revenue or business.

We are dependent on key personnel.

We are subject to changes general economic conditions

We are subject to governmental regulation.

Our research and market development may not prove to be profitable.

There can be no assurances that our research and market development activities will prove profitable.

10 | Page

Subsequent Events

Share Exchange Agreement

Annual General Meeting

The Company's annual general meeting for 2025 was held on December 30, 2025.

S. Randall Smallbone
(Iris) Hong Duan
Wei Kang
Herrick Lau

Mao & Ying LLP is appointed as the auditor of the Company for the ensuing year.

Additional Information

Additional information about the Company is available on SEDAR at www.sedarplus.ca.

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Astron Connect Inc.

Management's Discussion and Analysis For the Three Months ended December 31, 2025

This Management Discussion and Analysis (“MD&A”) is prepared as at February 28, 2026 and should be read in conjunction with the consolidated financial statements of Astron Connect Inc. (“Astron” or the “Company”) for the year ended September 30, 2025. Unless otherwise indicated, all dollar amounts are in Canadian dollars. Additional information relevant to the Company activities can be located on the company website at https://www.astronconnect.ca/ or SEDAR at www.sedarplus.ca.

Forward Looking Statements

This MD&A may contain certain forward-looking statements that involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors may include, but are not limited to: unavailability of financing, changes in government regulation, general economic conditions, general business conditions, limited time being devoted to business by directors, escalating professional fees, and escalating transaction costs. Readers are cautioned not to place undue reliance on forward-looking statements, which are effective only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Actual results may differ materially and adversely from those expressed in any forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements for any reason.

Company History and Business Overview

The Company was incorporated on February 20, 2017 under the Business Corporations Act (British Columbia) with one class of shares, being common shares without par value and was a capital pool company (“CPC”) as defined by policy 2.4 (the “CPC Policy”) of the TSX Venture Exchange (“Exchange”).

On August 28, 2018, the Company completed a Qualifying Transaction (the “Transaction”) to acquire and amalgamate with Sachiel Connect Inc. (“Sachiel Connect”) which was approved by the Exchange. 1148535 B.C. Ltd, a wholly owned subsidiary of the Company, acquired all of the issued and outstanding securities of Sachiel Connect from its existing shareholders, and as consideration, the Company issued 29,099,992 common shares in the capital of the Company to the shareholders of Sachiel Connect.

On August 28, 2018, 1148535 B.C. Ltd. and Sachiel Connect were amalgamated as one company under the name Sachiel Holdings Ltd. (“Sachiel Holdings”). Sachiel Holdings remains a wholly owned subsidiary of the Company.

The Company is engaged primarily in the business of distribution and sale of beverage and food products in Canada, China and Emerging markets.

On April 1, 2020, the Company completed a transaction to acquire all of the issued and outstanding shares of Manna Resources Inc. (“Manna”), a private company incorporated in BC. Manna Resources Inc. operates a bottled water trading business focused on the China and other Asian markets under the “Manna Water” brand. The purchase price of $100,000 comprised of $40,000 cash (unpaid) and $60,000 worth of Astron common shares issued at a fair value of $0.40 per share (a total of 150,000 shares). The transaction was accepted by the Exchange on April 27, 2020.

The head office, principal address and registered office of the Company are located at Bentall 5, 550 Burrard St Suite 2501, Vancouver, V6C 2B5

Business Highlights:

Highlights for the three months ended December 31, 2025:

Net loss of $105,892 for the three months ended December 31, 2025 (2024 – net loss of $28,162), an increase of 276% from FY2024, resulting from the expenses related to the concurrent financing and transaction with Innolink (please refer to Material Changes).

Overall Performance

The following discussion of the Company's financial performance is based on the unaudited condensed interim consolidated financial statements for the three months ended December 31, 2025 and 2024.

The condensed interim consolidated statement of financial position as of December 31, 2025 indicates a cash and cash equivalents balance of $444,935 (2025 - $330,098), other receivables of $4,008 (2025 - $563), prepaid expenses and deposit of $16,257 (2024 - $7,469) and total current assets of $465,200 (2024 - $338,130). The increase in total current assets was due mainly to the cash provided in financing activities.

Current liabilities as at December 31, 2025 totaled $315,984 (2025 - $276,022) which include accounts payable and accrued liabilities of $279,292 (2024 - $239,330) and customer deposit of $36,692 (2024 - $36,692). Shareholders' equity is comprised of common shares of $8,553,477 (2024 - $8,553,477) and deficit of $9,066,715 (2025 - $8,960,823).

Working capital is $149,216 (2025 - $62,108 deficiency). Management believes that the Company has sufficient working capital to maintain the Company's day-to-day operations for at least the next twelve months, however, the Company has raised additional funding through a private placement subsequent to the three months ended December 31, 2025 since the Company does not generate profitable operations in 2025.

During the three months ended December 31, 2025, the Company reported a net loss of $105,892 (2024 - $28,162). The decrease in net loss from operation is due mainly to a decrease of operational expenses.

The weighted-average number of common shares outstanding for the three months ended December 31, 2025 was 30,271,236, compared to 18,722,965 for the three months ended December 31, 2024.

Factors Concerning the Company's Financial Performance and Results of Operations

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Management's current strategy is to focus on looking for new partners in local food and beverage industry for new business opportunities.

Selected Annual Information

	2025	2024	2023
		$	$
Revenue	-	-	28,283
Operating expenses	124,827	161,499	486,673
Impairment of intangible assets	-	-	(10,126)
Other income (Expenses)	7,296	43,174	3,096
Net loss	(117,531)	(118,325)	(499,897)
Basic and diluted EPS	(0.00)	(0.01)	(0.03)
Total assets	338,131	92,359	206,995
Total non-current liabilities	-	-	-

For further financial information, please refer to the annual audited consolidated financial statements.

Revenue

There were no revenues recorded in the first quarters due to business closure of our main supplier.

Operating Expenses

	2025	2024
Consulting expenses	10,000	6,910
Director fees	12,000	-
Filling expenses	9,784	12,120
Office expenses	7,073	2,520
Professional fees	44,372	7,514
Management fees	22,500	-
	105,729	29,064

Overall, operating expenses increased by $76,665 compared to December 31, 2024, which is resulting from no director and management expense in FY2024, i.e. director and management fees increased by $34,500 in FY2025 (2024 - $Nil). The increase was also due to increases in additional professional fees incurred in FY2025. The main fluctuations in operating expenses are as follows:

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Consulting expenses

Consulting expenses increased by $3,090 in the three months ended December 31, 2025, compared to the same period ended 2024, primarily due to consulting work in connection with the private placement and annual meeting.

Office expenses

Office expenses increased by $4,553 for the three months ended December 31, 2025, compared to the same period 2024, primarily due to office expenses in connection with the annual general meeting.

Professional fees

Professional fees increased by $36,858 for the three months ended December 31, 2025, compared to the same period 2024, primarily due to the increase of legal fees in connection with reverses takeover transaction and audit fees for the quarterly review of financial statements.

Director fees

Director fees increased by $12,000 for the three months ended December 31, 2025, compared with the same period 2024, primarily due to a decreased headcount in 2024.

Filing fees

Filing fees decreased by $2,336 for the three months ended December 31, 2025, compared with the same period 2024, primarily due to a decrease of filing fees in connection with private placement transactions in 2024.

Other income (loss)

Other income (loss) in 2025 was $163 (2024 - $902 income) of other loss was primarily attributed to gain on debt settlement compared to the same period 2024.

Net Loss

Net loss was $105,892 for the three months ended December 31, 2025 compared to $28,162 for the three months ended December 31, 2024. The increase was primarily attributed to the increased operating expenses as noted above.

Summary of Quarterly Results

The following table presents unaudited selected financial information for each of the last eight quarters for fiscal 2025 and 2024:

	December 31, 2025	September 30, 2025	June 30, 2025	March 31, 2025
	$	$	$	$
Net income (loss)	(105,892)	(64,138)	(5,705)	(19,526)
Loss per Share	(0.00)	(0.00)	(0.00)	(0.00)
	December 31, 2024	September 30, 2024	June 30, 2024	March 31, 2024
	$	$	$	$
Net income (loss)	(28,162)	5,847	(12,338)	(53,959)
Loss per Share	0.00	(0.00)	(0.00)	(0.00)

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Financing Activities

During the periods ended December 31, 2025 and September 30, 2025, the Company had financing activities.

During the three months ended December 31, 2025, the Company has received the advanced payments for subscription receipts of Current Financing in the amount of $193,000.

Liquidity

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As at December 31, 2025 and September 30, 2025, the Company had a working capital of $149,216 and deficiency of $62,108, respectively. The Company is actively pursuing additional sources of financing to ensure that it can meet its ongoing operating requirements and planned capital expenditures.

	Carrying amount	Contractual cash flows	Less than 1 year	1 - 3 years	4 - 5 years
Accounts payable and accrued liabilities	$	$	$	$	$
	279,292	279,292	79,224	200,068	-
Total	279,292	279,292	79,224	200,068	-

Capital Resources

The Company's objective is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

The Company has defined its capital as common shares, reserves and accumulated deficit.

Off Balance Sheet Arrangements

Transactions with Related Parties

The following is a summary of balances and transactions with a director of the Company:

	2025	2024
		$
Transactions:
Director fees	12,000	-
Salaries and benefits	22,500	-

Critical Accounting Estimates and Changes in Accounting Policies

All significant critical accounting estimates and change in accounting policies are fully disclosed in Note 3 of the consolidated financial statements for the three months ended December 31, 2025.

Financial Instruments and Financial Risk

Fair value of financial instruments

The Company classifies its fair value measurements in accordance with the three level fair value hierarchies as follows:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial assets	Categories	December 31, 2025	September 30, 2025
		$	$
Cash and cash equivalents	FVTPL	444,935	330,098
Investment	FVTPL	1	1
Financial liabilities
Accounts payable and accrued liabilities	Amortized cost	279,292	239,330

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Financial risk management objectives and policies

a) Currency risk

At December 31, 2025, the Company had cash of $30,200 (2025: $30,275), which are denominated in US dollars. For the year ended September 30, 2025, the Company's sensitivity analysis suggests that a change in the absolute rate of exchange in US dollars by 10% will increase or decrease comprehensive loss by approximately $2,990 (2025: $3,027).

b) Interest rate risk

c) Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's cash and cash equivalents, trade and other receivables, and loan receivable. The Company limits its exposure to credit risk on cash and cash equivalents by depositing only with reputable financial institutions. Credit risk is primarily associated with trade receivables and loan receivable. Credit risk on trade receivables is minimized by performing credit reviews, ongoing credit evaluation and account monitoring procedures. All trade receivables have been reviewed for indicators of impairment and the consolidated financial statements take into account an allowance for bad debts. Except for the provision of prepaid of $Nil (2024: $ Nil), there were no overdue trade receivables outstanding as of December 30, 2025 and September 30, 2025 and collection is reasonably assured.

d) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As at December 31, 2025, the Company had a working capital of $149,216, (September 30, 2025: $62,109 deficiency). The Company is focused on generating sales revenue and is actively pursuing additional sources of financing to ensure that it can meet its ongoing operating requirements and planned capital expenditures.

Summary of Outstanding Share Data

As at the date of this report, the Company's share capital is as follows:

Authorized: Unlimited common voting shares without nominal or par value.
Issued and outstanding 30,271,240 (September 30, 2025 - 30,271,240) common shares

During the three months ended December 31, 2025, the Company has received the advanced payments for subscription receipts of Current Financing in the amount of $193,000.

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Material Changes

Annual General Meeting

The Company's annual general meeting for 2025 was held on December 30, 2025.

S. Randall Smallbone
(Iris) Hong Duan
Wei Kang
Herrick Lau

Mao & Ying LLP is appointed as the auditor of the Company for the ensuing year.

Share Exchange Agreement

Risk Uncertainties

We have a limited operating history.

Our business is at an early stage of commercialization,

We have incurred losses and may continue to incur losses.

We are subject to global trade sentiments.

Our operations are dependent on the trade sentiment between Canada and the destination markets. As such this is an externality that we as a company cannot address directly.

We may not be able to engage and retain sufficient buyers to drive revenue growth.

We may not be able to maintain or grow our revenue or business.

We are dependent on key personnel.

We are subject to changes general economic conditions

We are subject to governmental regulation.

Our research and market development may not prove to be profitable.

There can be no assurances that our research and market development activities will prove profitable.

Subsequent Events

Subsequent to the period ended December 31, 2025, the Company has received the advanced payments for subscription receipts of Current Financing in the amount of $2,390,000.

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Additional Information

Additional information about the Company is available on SEDAR at www.sedarplus.ca.

84 -
SCHEDULE "C"
INNOLINK FINANCIAL STATEMENTS
[See Attached]

Innolink Network Ltd.

FINANCIAL STATEMENTS

For the Year ended June 30, 2025

and

for the period June 16, 2023 (incorporation) to June 30, 2024

(Expressed in Canadian Dollars)

Mao & Ying LLP
CHARTERED PROFESSIONAL ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of Innolink Network Ltd.

Opinion

We have audited the financial statements of Innolink Network Ltd. (the "Company"), which comprise the statements of financial position as at June 30, 2025 and 2024, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2025 and 2024, and its financial performance and its cash flows for the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial statements section of our report. We are independent of the Company in accordance with ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Except for the matter described in Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

Other information

Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

1488 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2 Telephone: 778-379-8518 Fax: 778-379-8502

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the Audit of the Financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

The engagement partner on the audit resulting in this independent auditor's report is Linda Zhu.

Vancouver, Canada,
May 14, 2026

Mao & Ying LLP
Chartered Professional Accountants

Innolink Network Ltd.
Statements of Financial Position
(Expressed in Canadian Dollars)

As at	June 30, 2025	June 30, 2024
Assets	$	$
Current assets
Cash	67	86
Accounts receivable	-	15,000
GST receivables	179,822	-
Prepayment to a related party (Note 7)	138,499	-
	318,388	15,086
Equipment (Note 4)	45,462	-
Total assets	363,850	15,086
Liabilities and Shareholders’ Equity (Deficit)
Current liabilities
Accounts payable and accrued liabilities	333,034	10,000
Due to related parties (Note 7)	15,100	15,033
	348,134	25,033
Shareholders' equity (deficit)
Share capital – class A common shares (Note 6)	100	100
Share capital – class B preferred shares (Note 6)	-	1,000
Retained earnings	15,616	(11,047)
Total shareholders' equity (deficit)	15,716	(9,947)
Total liabilities and shareholders’ equity (deficit)	363,850	15,086

Going concern (Note 1)

Subsequent events (Note 12)

On behalf of the Board of Directors:

“Qi Zhang” Director Qi Zhang

The accompanying notes are an integral part of these financial statements.

Innolink Network Ltd.
Statements of Income (Loss) and Comprehensive Income (Loss)
(Expressed in Canadian Dollars)

	Year ended June 30, 2025	Period from June 16, 2023 (incorporation) to June 30, 2024
Sales income	$	$
Consulting income	20,000	-
Equipment rental income	45,000	15,000
Computer equipment sales	3,753,635	-
	3,818,635	15,000
Cost of sales
Equipment rental charge (Note 7)	(40,910)	(13,500)
Purchase of computer equipment	(3,557,484)	-
	(3,598,394)	(13,500)
Gross profit	220,241	1,500
Expenses
Bank charges	(1,981)	(147)
Customer referral fees	(124,151)	-
Depreciation expense	(254)	-
General & administrative fees	(14,770)	-
Professional fees	(26,946)	(12,400)
Rent (Notes 5 and 7)	(34,695)	-
Travel expense	(2,018)	-
	(204,815)	(12,547)
Other income (loss)
Other income	9,000	-
Interest expense	(128)	-
Foreign exchange gain	2,365	-
	11,237	-
Net income (loss) before income tax	26,663	-
Income tax (Note 8)	-	-
Net income (loss) and comprehensive income (loss)	26,663	(11,047)
Earnings (loss) per share - basic and diluted	266.63	(110.47)
Weighted average number of class A common shares outstanding
- basic and diluted	100	100

The accompanying notes are an integral part of these financial statements.

Innolink Network Ltd.

Statements of Changes in Shareholders' Equity (Deficit)

(Expressed in Canadian Dollars)

	Number of class A common shares	Share capital of class A common shares	Number of class B preferred shares	Share capital of class B preferred shares	Retained earnings (deficit)	Total
June 16, 2023 (incorporation)	100	$100	1,000	$1,000	$ -	$ 1,100
Net loss	-	-	-	-	(11,047)	(11,047)
Balance at June 30, 2024	100	100	1,000	1,000	(11,047)	(9,947)
Redemption of class B preferred shares	-	-	(1,000)	(1,000)	-	(1,000)
Net income	-	-	-	-	26,663	26,663
Balance at June 30, 2025	100	$100	-	$ -	$15,616	$ 15,716

The accompanying notes are an integral part of these financial statements.

Innolink Network Ltd.
Statements of Cash Flows
(Expressed in Canadian Dollars)

| | Year ended
June 30, 2025 | Period from
June 16, 2023
(incorporation) to
June 30, 2024 |
| --- | --- | --- |
| Cash flows provided by (used in) operating activities | $ | $ |
| Net income (loss) for the year | 26,663 | (11,047) |
| Adjustment for items not involving cash: | | |
| Depreciation expense | 254 | - |
| Changes in non-cash operating working capital: | | |
| Accounts receivable | 15,000 | (15,000) |
| GST receivables | (179,822) | - |
| Account payable and accrued liabilities | 323,034 | 10,000 |
| Prepayment to a related party | (138,499) | - |
| Due to related parties | 67 | 15,033 |
| | 46,697 | 10,033 |
| Net cash from operating activities | | |
| Cash flows (used in) from financing activities: | | |
| Shares issued for cash | - | 1,100 |
| Shares redemption | (1,000) | - |
| Net cash (used in) from financing activities | (1,000) | 1,100 |
| Net cash used in investing activities | (45,716) | - |
| Net change in cash and cash equivalents | (19) | 86 |
| Cash, beginning of year | 86 | - |
| Cash, end of the year | 67 | 86 |

The accompanying notes are an integral part of these financial statements.

Innolink Network Ltd.

Notes to The Financial Statements

For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024

Express in Canadian Dollar

1. NATURE OF OPERATIONS AND GOING CONCERN

The Company was incorporated under the Business Corporations Act (British Columbia) on June 16, 2023.

The head office, principal address and registered and records office of the Company are located at #320 - 7480 Westminster Highway Richmond, British Columbia. V6X 1A1 Canada.

Theses financial statements were authorized for issue by the board of directors on May 14, 2026.

The Company is a Canadian technology firm specializing in computer equipment sales, system integration, and AI computing hardware. The Company also generates equipment rental income through the leasing of AI infrastructure and bare-metal cloud resources as well as consulting income from providing professional services in enterprise digitalization and intelligent transportation technologies.

These financial statements have been prepared on the basis of accounting principles applicable a going concern, which assumes the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company's ability to continue as a going concern is dependent upon its capacity to generate sufficient revenue and to obtain additional financing to meet its obligations as they become due. While the Company has begun generating revenue from product sales, but the current level of activity is not sufficient to cover ongoing operating expenditures. Management anticipates that the future funding will primarily be derived from the issuance of equity or debt instruments. The availability of such financing will depend on prevailing market condition and the Company's operating performance, and there can be no assurance that financing will be available on terms acceptable to the Company, or at all. These circumstances give rise to material uncertainties that may cast significant doubt on the Company's ability to continue as going concern. If additional financing is obtained through the issuance of equity, existing shareholders may experience significant dilution, and/or control of the Company could change. If the Company is unable to obtain additional financing, it may be unable to realize its assets and discharge its liabilities in the normal course of operations. These financial statements do not reflect adjustments to the carrying amounts or classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2. BASIS OF PRESENTATION

a) Statement of compliance

These financial statements are prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

These financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

b) Functional currency

These financial statements are presented in Canadian dollars, which is the Company's functional currency, unless otherwise noted. The functional currency is the currency of the primary economic environment in which the Company operates.

c) Significant accounting judgments and estimates

The preparation of these financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenue, and expenses. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue, and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. These estimates are reviewed periodically, and adjustments are made as appropriate in the period they become known. Items for which actual results may differ materially from these estimates are described as follows:

Innolink Network Ltd.
Notes to The Financial Statements
For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024
Express in Canadian Dollar

Going concern

At each reporting period, management exercises judgment in assessing the Company’s ability to continue as a going concern by reviewing the Company’s performance, resources and future obligations. The conclusion that the Company will be able to continue as a going concern is subject to critical judgments of management with respect to assumptions surrounding the short- and long-term operating budgets, expected profitability, investment and financing activities and management’s strategic planning. The assumptions used in management’s going concern assessment are derived from actual operating results along with industry and market trends. Management believes there is sufficient capital to meet the Company’s business obligations for at least the next 12 months, after taking into account expected cash flows, capital commitments, future financing, and the cash position at year-end.

3. MATERIAL ACCOUNTING POLICY INFORMATION

a) Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, deposits in banks and highly liquid investments with an original maturity of three months or less. As at June 30, 2025 and 2024, there were no cash equivalents.

b) Foreign currency translation

Transactions denominated in foreign currencies are translated to the respective functional currencies of the Company and its sales at exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing at the reporting date. Non-monetary assets and liabilities are translated at historical exchange rates prevailing at each transaction date. Revenues and expenses are translated at exchange rates prevailing on the date of transactions. All exchange gains and losses are included in profit or loss.

c) Financial Instruments

The Company follows IFRS 9 – Financial Instrument (“IFRS 9”) to account for its financial instruments. IFRS 9 uses a single approach to determine whether a financial asset is classified and measured at amortized cost or at fair value. The classification and measurement of financial assets is based on the Company's business models for managing its financial assets and whether the contractual cash flows represent solely payments for principal and interest.

Financial assets are classified into one of three categories below:
- amortized cost;
- fair value changes through other comprehensive income (“FVTOCI”); and
- fair value through profit or loss (“FVTPL”).

Financial liabilities are classified into one of two categories below:
- amortized cost; and
- FVTPL.

The following table summarizes the classification of the Company’s financial instruments:

IFRS 9 Classification
Financial Assets
Cash	Amortized cost
Financial Liabilities
Accounts payable and accrued liabilities	Amortized cost
Due to related parties	Amortized cost

Innolink Network Ltd.

Notes to The Financial Statements

For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024

Express in Canadian Dollar

Initial recognition

The classification is determined at initial recognition and depends on the nature and purpose of the financial asset. On initial recognition, all financial assets and financial liabilities are recorded at fair value adjusted for directly attributable transaction costs except for financial assets and liabilities classified as FVTPL, in which case transaction costs are expensed as incurred.

Subsequent measurement of financial assets

Financial assets classified as amortized cost are measured using the effective interest method. Amortized cost is calculated by taking into account any discount or premiums on acquisition and fees that are an integral part of the effective interest method. Amortization from the effective interest method is included in finance income. Financial assets classified as FVTPL are measured at fair value with changes in fair values recognized in profit or loss. Equity investments designated as FVTOCI are measured at fair value with changes in fair values recognized in other comprehensive income ("OCI"). Dividends from that investment are recorded in profit or loss when the Company's right to receive payment of the dividend is established unless they represent a recovery of part of the cost of the investment.

As at year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024, the Company does not have any financial assets that are classified as FVTOCI.

Impairment of financial assets carried at amortized cost

The Company recognizes a loss allowance for the expected credit losses associated with its financial assets. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions.

Subsequent measurement of financial liabilities

Financial liabilities classified as amortized cost are measured using the effective interest method. Amortized cost is calculated by taking into account any discount or premiums on acquisition and fees that are an integral part of the effective interest method. Amortization using the effective interest method is included in finance costs.

Financial liabilities classified as FVTPL are measured at fair value with gains and losses recognized in profit or loss.

Derecognition of financial assets and financial liabilities

A financial asset is derecognized when the rights to receive cash flows from the asset have expired; or the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third-party under a 'pass-through' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Gains and losses on derecognition of financial assets and liabilities classified as amortized cost are recognized in profit or loss when the instrument is derecognized or impaired, as well as through the amortization process. Gains and losses on derecognition of equity investments designated as FVTOCI (including any related foreign exchange component) are recognized in OCI. Amounts presented in OCI are not subsequently transferred to profit or loss, although the cumulative gain or loss may be transferred within equity.

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability. In this case, a new liability is recognized, and the difference in the respective carrying amounts is recognized in the statement of income.

Fair value of financial instruments

The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices, without deduction for transaction costs. For financial instruments that are not traded in active markets, the fair value is determined using appropriate valuation techniques, such as using a recent arm's length market transaction between knowledgeable and willing parties, discounted cash flow analysis, reference to the current fair value of another instrument that is substantially the same, or other valuation models.

Innolink Network Ltd.

Notes to The Financial Statements

For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024

Express in Canadian Dollar

c) Equipment

Equipment consisting of computer equipment, are recorded at cost less accumulated depreciation and impairment losses. These assets are depreciated using the straight-line method based on estimated useful lives of 4 years.

d) Impairment Of Long-lived Assets

The Company’s long-lived assets are reviewed for indications of impairment at each statement of financial position reporting date. If an indication of impairment exists, the asset’s recoverable amount is estimated.

An impairment loss is recognized when the carrying amount of an asset, or its cash-generating unit (“CGU”), exceeds its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Impairment losses are recognized in profit or loss for the year. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis. The recoverable amount is the greater of the asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024, the Company has not recorded any impairment loss relating to the long-lived assets.

e) Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the Company has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the contract and if the Company has the right to direct the use of the asset.

As a lessee, the Company recognizes a right-of-use asset, which is included in property, plant and equipment, and a lease liability at the commencement date of the lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by the interest rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. Lease payments included in the measurement of the lease liability comprise: fixed payments; variable lease payments that depend on an index or a rate; amounts expected to be payable under any residual value guarantee, and the exercise price under any purchase option that the Company would be reasonably certain to exercise; lease payments in any optional renewal period if we are reasonably certain to exercise an extension option; and penalties for any early termination of a lease unless we are reasonably certain not to terminate early.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to income on a straight-line basis over the lease term. The Company’s office and warehouse leases are on monthly basis and has applied the short-term lease exemption (Note 5). The Company does not have other significant operating leases during the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024.

Innolink Network Ltd.

Notes to The Financial Statements

For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024

Express in Canadian Dollar

f) Share Capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share purchase options are recognized as a deduction from equity, net of any tax effects.

g) Income Taxes

Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recognized using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

h) Earnings (Loss) Per Share

The Company presents basic and diluted earnings (loss) per share data for its common shares, calculated by dividing the earnings (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted-average number of shares outstanding during the period. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

i) Revenue Recognition

The Company recognizes revenue in accordance with IFRS 15, Revenue from Contracts with Customers, by applying the five-step model. Revenue is recognized when control of goods or services is transferred to the customer and performance obligations are satisfied, either at a point in time or over time, depending on the nature of the arrangement.

The Company's revenue streams are as follows:

Product sales for computer equipment: revenue is recognized at a point of time when control of the goods passes to the customer, generally upon delivery, and all performance obligations have been fulfilled.
Consulting services: revenue is recognized when the services are rendered.
Equipment rental income: revenue recognized on a straight-line basis over the rental period in accordance the rental arrangement.

Revenue is measured at the fair value of the consideration received or receivable, net of the taxes. Collectability is assessed at contract inception, and revenue is recognized only when it is probable that the Company will collect the consideration to which it is entitled.

Innolink Network Ltd.

Notes to The Financial Statements

For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024

Express in Canadian Dollar

j) Other Comprehensive Income (Loss)

Other comprehensive income (loss) is the change in the Company’s net assets that results from transactions, events and circumstances from sources other than the Company’s shareholders and includes items that are not included in net profit (loss) such as fair value movements in certain investments designated through other comprehensive income, gains or losses on certain derivative instruments and foreign currency gains or losses related to translation of the financial statements of foreign operations. The Company has no other comprehensive income/loss during the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024.

k) Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

l) New and Revised IFRS Issued but Not Effective

Certain accounting standards or amendments to existing accounting standards that have been issued that are not mandatory for the current period and have not been early adopted.

Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments

In May 2024, the International Accounting Standards Board (“IASB”) issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (“ESG”)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.

IFRS 18 – Presentation and Disclosure in Financial Statements

Innolink Network Ltd.

Notes to The Financial Statements

For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024

Express in Canadian Dollar

4. EQUIPMENT

	Computer equipment	Total
Cost
Balance at June 16, 2023 and June 30, 2024	-	-
Addition	45,716	45,716
Depreciation	(254)	(254)
Balance at June 30, 2025	45,462	45,462
Net book value
At June 30, 2024	-	-
At June 30, 2025	45,462	45,462

During the year ended June 30, 2025, the Company recorded $254 (2024 – Nil) in depreciation expense.

5. LEASES

In July 2024, the Company entered into a sublease agreement with Newgtech Technology Ltd. ("Newgtech") for its warehouse space. Newgtech is controlled by the director and chief financial officer ("CEO") of the Company. Under the terms of the agreement, the Company agreed to pay rent on a monthly basis. During the year ended June 30, 2025, the Company recorded $22,660 (period from June 16, 2023 (incorporation) to June 30, 2024 - $nil) in rent expense relating to this arrangement. The Company has applied for the short-term lease exemption for this lease. Also see Note 12(a)

In August 2024, the Company entered into another sublease agreement with Newgtech for its administrative office premises. Under the terms of the agreement, the Company agreed to pay rent on a monthly basis. During the year ended June 30, 2025, the Company recorded $12,035 (period from June 16, 2023 (incorporation) to June 30, 2024 - $nil) in rent expense relating to this arrangement. The Company has applied for the short-term lease exemption for this lease. The Company terminated this lease arrangement in August 2025.

6. SHARE CAPITAL

a) Authorized

The Company is authorized to issue:

an unlimited number of class A common shares without par value with each common share carrying one vote per share;
an unlimited number of class B preferred shares without par value. Holders of the class B preferred share are not entitled to voting rights at the any general meeting of shareholders of the Company, except meeting of the holders class B preferred share;
an unlimited number of class C preferred shares without par value. Holders of the class C preferred share are not entitled to voting rights at the any general meeting of shareholders of the Company, except meeting of the holders class C preferred share; and
an unlimited number of class D preferred shares without par value. Holders of the class D preferred share are not entitled to voting rights at the any general meeting of shareholders of the Company, except meeting of the holders class D preferred share.

The Company may at any time redeem any share from any class of shares at the redemption price determined in the discretion of the Company's board of directors.

b) Issued and outstanding

As at June 30, 2025, the Company has follows shares issued and outstanding:

100 (June 30, 2024 – 100) class A common shares; and
Nil (June 30, 2024 – 1,000) class B preferred shares.

During the year ended June 30, 2025, the Company redeemed 1,000 class B preferred shares.

Innolink Network Ltd.

Notes to The Financial Statements

For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024

Express in Canadian Dollar

7. RELATED PARTY TRANSACTIONS

Related party transactions have been measured at the exchange amount of consideration agreed between the related parties. Related party transactions not disclosed elsewhere in these financial statements are listed below. The balances owing to the related parties are unsecured, non-interest bearing and due on demand.

a) During the year ended June 30, 2025, the Company incurred $40,910 (period from June 16, 2023 (incorporation) to June 30, 2024 - $13,500) for equipment rental to Infocube HK Company Limited (“Infocube HK”), an entity related to the Company by a common director. As at June 30, 2025, the Company has a balance of $13,500 (June 30, 2024 - $13,500) owing to Infocube HK.

b) During the year ended June 30, 2025, Newgtech, a company controlled by the Company’s CEO and director, charged $12,035 (period from June 16, 2023 (incorporation) to June 30, 2024 - $nil) in rent expense relating to the administrative office (Note 5).

c) During the year ended June 30, 2025, Newgtech charged $22,660 (period from June 16, 2023 (incorporation) to June 30, 2024 - $nil) in rent expense relating to the warehouse space (Note 5).

d) As at June 30, 2025, the Company had a prepayment balance of $138,499 (June 30, 2024 - $nil) to Newgtech. This advance represents a prepayment for future compensation cost payable to the Company’s CEO. As at June 30, 2024, the Company had a balance of $1,533 owing to Newgtech.

e) As at June 30, 2025, the Company had a balance of $1,600 (June 30, 2024 - $nil) owing to 1054817 B.C. Ltd., an entity controlled by the spouse of the director of the Company.

f) The Company’s key management includes the CEO who also serves as the Chief Financial Officer and the sole director of the Company. For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024, no compensation was charged or paid to key management personnel, nor were any amount paid in respect of post-employment benefits or other long-term benefits.

Innolink Network Ltd.

Notes to The Financial Statements

For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024

Express in Canadian Dollar

8. INCOME TAX

The following table reconciles the expected income taxes expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the statement of operations:

	Year ended June 30, 2025	Period from June 16, 2024 (incorporation) to June 30, 2024
Income (loss) before income tax	$ 26,663	$ (11,047)
Statutory tax rate	27%	27%
Expected income tax expense (recovery)	7,199	(2,983)
Deductible temporary difference	(12,275)	-
Change in unrecognized deductible temporary differences	5,076	2,983
Income tax expense	$ -	$ -

The significant component of the Company's temporary differences, unused tax credits and unused tax losses that have not been included on statement of the financial position are as follows:

	June 30, 2025	June 30, 2024
Temporary differences:
Non-capital loss available for future periods	$ 11,047	$ 11,047
Equipment	18,799	-
Unrecognized deductible temporary differences	$ 29,846	$ 11,047

Future tax benefits which may arise as a result of these temporary differences have not been recognized in these financial statements due to the uncertainty of their realization. As at June 30, 2025, the Company has non-capital loss carryforwards of approximately $11,047 which may be carried forward to apply against future year income tax for Canadian income tax purposes, subject to the final determination by taxation authorities, expiring in 2044.

9. CAPITAL RISK MANAGEMENT

The Company manages its common shares as capital. As at June 30, 2025, the Company's shareholders' deficit was $15,716. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, to maintain its financial strength, to protect its ability to meet its ongoing liabilities, to maintain creditworthiness, and to maximize returns for shareholders over the long term.

The capital for expansion was mostly from proceeds from the issuance of common shares. The net proceeds raised will only be sufficient to identify and evaluate a limited number of assets and businesses for the process of identifying and completing a Qualifying Transaction. Additional funds may be required to finance the Company's Qualifying Transaction.

Innolink Network Ltd.

Notes to The Financial Statements

For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024

Express in Canadian Dollar

10. FINANCIAL INSTRUMENTS

The fair value of the Company’s cash, due to related parties and accounts payable and accrued liabilities approximate their carrying value due to their short-term nature.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – inputs that are not based on observable market data.

As at June 30, 2025 and 2024, the Company does not have financial instruments measured at fair value on recurring basis.

The carrying value and classification of the Company’s financial instruments are presented below:

As at:	June 30, 2025	June 30, 2024
Financial assets:
Amortized cost
Cash	$ 67	$ 86
Accounts receivable	$ -	$ 15,000
Financial liabilities:
Amortized cost
Accounts payable and accrued liabilities	$ 333,034	$ 10,000
Due to related parties	$ 15,100	$ 15,033

The Company is exposed to varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes, inclusive of counterparty limits, controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

(a) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company aims to ensure that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents. The Company manages liquidity risk by monitoring its operating requirements and preparing budgets to ensure that it maintains adequate liquidity to meet liabilities when they fall due. As at June 30, 2025, the Company had cash balance of $67 (June 30, 2024 - $86) to settle the total current liabilities of $348,134 (June 30, 2024 - $25,033). As at June 30, 2025, the total working capital deficiency of the Company was $29,746 (June 30, 2024 - $9,947). Subsequent to the year ended June 30, 2025, the Company received a loan of $750,000 from its 85% equity shareholder (Note 12 (b)).

(b) Currency risk

The Company’s functional currency and reports its financial statements in Canadian dollars. The Company is exposed to foreign exchange risk when the Company undertakes transactions and holds assets and liabilities in currencies other than its functional currency. The Company has not entered into any derivative financial instruments to manage exposures to currency fluctuations. As at June 30, 2025, the Company has accounts payable balance totaling $283,623 (June 30, 2024 - $nil) which is denominated in US currency. As at June 30, 2025, with other variables unchanged, a 10% strengthening (weakening) of the US dollar against Canadian dollar would have (decreased) increased net income before income tax by approximately $28,362.

Innolink Network Ltd.

Notes to The Financial Statements

For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024

Express in Canadian Dollar

Credit risk is the risk of a loss if a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s exposure to credit risk is limited to its cash and cash equivalents. The carrying value of these assets included in the statement of financial position represents the maximum credit exposure. The Company limits its exposure to credit risk by holding its cash and cash equivalents in deposits with high credit quality Canadian financial institutions.

For the year ended June 30, 2025, all of the Company’s product sales were generated from a single customer and all of the related equipment purchase were made from a single vendor.

(d) Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. Management does not believe that the Company is exposed to any material market risk.

SEGMENTED INFORMATION

(a) Operating segment

The Company operates in one single operating segment, being the provision of technology products and services, which includes computer equipment sales, equipment rental and consulting services.

(b) Geographic information

All of the Company product sales revenue was generated from Asia and all of consulting and equipment rental revenue was earned from Canada. All of the Company’s assets are located in Canada. Substantially all of the Company’s operating expenses are incurred in Canada.

SUBSEQUENT EVENTS

(a) In July 2025, the Company amended the sublease agreement Newgtech, whereby the monthly rent was increased to $3,708 for the period from July 1, 2025 to November 30, 2025 and to $3,800 for the period from December 1, 2025 to June 30, 2026.

(b) On September 12, 2025, the Company entered into a loan agreement with Seikou Japan Co., Ltd. the Company’s majority shareholder holding 85% equity interest. Under the terms of the agreement, the Company borrowed $750,000 bearing interest at an annual rate of 5%. The principal and accrued interest are due upon the earliest of the following events (i) on or before December 31, 2025, upon delivery of a written notice of early repayment of the loan by the lender (“Early Repayment Notice”), whereby the loan and all the unpaid and accrued interest shall be repaid within five (5) business days from the date of the Early Repayment Notice; or (ii) the closing of a placement as defined in the loan agreement, being a public or private offering made concurrently with a public listing of the Company’s common shares on a recognized stock exchange in or outside of Canada; or (iii) September 15, 2027.

(c) On October 27, 2025, the Company entered into a share exchange agreement (the “Agreement”) with Astron Connect Inc, (“AST”), a company listed on TSX Venture Exchange (“TSXV”). Pursuant to the Agreement, AST will acquire all the issued and outstanding common shares of the Company (the “Transaction”). The Transaction will constitute a reverse takeover of the AST by the Company. The Transaction is subject to the approval of the TSX Venture Exchange.

(d) On May 8, 2026, the Company entered into a Share for Debt Agreement to agree and accept shares of common stock of the Company in payment of 100% of the loan principal in an amount of $750,000 and accrued interest will be paid in cash when share are issued pursuant to the loan agreement dated September 12, 2025.

Innolink Network Ltd.

UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

For the three and six months ended December 31, 2025

(Expressed in Canadian Dollars)

Innolink Network Ltd.
Condensed Interim Statements of Financial Position
(Unaudited - Expressed in Canadian Dollars)

As at	December 31, 2025	June 30, 2025
Assets	$	$
Current assets
Cash	389,970	67
GST receivables	7,513	179,822
Prepayment to a related party (Note 8)	187,761	138,499
	585,244	318,388
Equipment (Note 3)	240,604	45,462
Total assets	825,848	363,850
Liabilities and Shareholders’ Equity (Deficit)
Current liabilities
Accounts payable and accrued liabilities	22,152	333,034
Due to related parties (Note 8)	67,500	15,100
Loan payable (Note 7)	760,890	-
	850,542	348,134
Shareholders’ (deficit) equity
Share capital – class A common shares (Note 5)	100	100
(Deficit) retained earnings	(24,794)	15,616
Total shareholders’ (deficit) equity	(24,694)	15,716
Total liabilities and shareholders’ equity (deficit)	825,848	363,850

Going concern (Note 1)

Subsequent event (Note 12)

On behalf of the Board of Directors:

“Qi Zhang” Director
Qi Zhang

The accompanying notes are an integral part of these condensed interim financial statements.

Innolink Network Ltd.
Condensed Interim Statements of Loss and Comprehensive Loss
(Unaudited - Expressed in Canadian Dollars)

	Three Months ended		Six Months ended
	December 31, 2025	December 31, 2024	December 31, 2025	December 31, 2024
Sales income	$	$	$	$
Equipment rental income	43,184	-	74,372	-
Computer equipment sales	-	-	212,349	-
	43,184	-	286,721
Cost of sales
Equipment rental charge	(22,506)	-	(49,127)	-
Purchase of computer equipment (Note 8)	-	-	(197,869)	-
	(22,506)	-	(246,996)	-
Gross profit	20,678	-	39,725	-
Expenses
Bank charges	(922)	(124)	(1,790)	(162)
Depreciation expense	(4,331)	-	(7,188)	-
General & administrative fees	(5,330)	(2,388)	(14,249)	(2,519)
Professional fees	(10,960)	(700)	(18,360)	(1,600)
Rent	(11,216)	(3,282)	(23,433)	(5,471)
	(32,759)	(6,494)	(65,020)	(9,752)
Other income (loss)
Interest income	3,732	-	4,449	-
Interest expense	-	-	(256)	-
Loan interest expense	(9,452)		(10,890)	-
Foreign exchange gain	(6,200)	-	(8,418)	-
	(11,920)	-	(15,115)	-
Net loss before income tax	(24,001)	(6,494)	(40,410)	(9,752)
Income tax	-	-	-	-
Net loss and comprehensive loss	(24,001)	(6,494)	(40,410)	(9,752)
Loss per share - basic and diluted	(240.01)	(64.94)	(404.10)	(97.52)
Weighted average number of class A common shares outstanding	100	100	100	100
- basic and diluted

The accompanying notes are an integral part of these condensed interim financial statements.

Innolink Network Ltd.

Condensed Interim Statements of Changes in Shareholders' Deficit

(Unaudited - Expressed in Canadian Dollars)

	Number of class A common shares	Share capital of class A common shares ($)	Number of class B preferred shares	Share capital of class B preferred shares ($)	Retained earnings (deficit) ($)	Total ($)
Balance at June 30, 2024	100	100	1,000	1,000	(11,047)	(9,947)
Net loss for the period	-	-	-	-	(9,752)	(9,752)
Balance at December 31, 2024	100	100	1,000	1,000	(20,799)	(19,699)
Balance at June 30, 2025	100	100	-	-	15,616	15,716
Net loss for the period	-	-	-	-	(40,410)	(40,410)
Balance at December 31, 2025	100	100	-	-	(24,794)	(24,694))

The accompanying notes are an integral part of these condensed interim financial statements.

Innolink Network Ltd.
Condensed Interim Statements of Cash Flows
(Unaudited - Expressed in Canadian Dollars)

Six Months Ended
	December 31, 2025	December 31, 2024
	$	$
Cash flows used in operating activities
Net loss for the period	(40,410)	(9,752)
Adjustment for items not involving cash:
Depreciation expense	7,188	-
Loan interest expense	10,890	-
Changes in non-cash operating working capital:
GST receivables	172,309	-
Account payable and accrued liabilities	(310,882)	2,388
Prepayment to a related party	(49,262)	(67,189)
Due to related parties	52,400	67
Net cash used in operating activities	(157,767)	(74,486)
Cash flows from financing activities
Proceeds from a related party loan	750,000	75,000
Net cash from financing activities	750,000	75,000
Cash flows used in investing activities
Equipment purchased	(202,330)	-
Net cash used in investing activities	(202,330)	-
Net change in cash and cash equivalents	389,903	514
Cash, beginning of period	67	86
Cash, end of the period	389,970	600

The accompanying notes are an integral part of these condensed financial statements.

Innolink Network Ltd.
Notes to the Condensed Interim Financial Statements
For the three and six months ended December 31, 2025
(Unaudited - Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

The Company was incorporated under the Business Corporations Act (British Columbia) on June 16, 2023.

The head office, principal address and registered and records office of the Company are located at #320 - 7480 Westminster Highway Richmond, British Columbia. V6X 1A1 Canada.

Theses financial statements were authorized for issue by the board of directors on May 14, 2026.

2. BASIS OF PRESENTATION

a) Statement of compliance

These condensed interim financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS"), as applicable to interim financial reports including International Accounting Standard ("IAS") 34 Interim Financial Reporting, and accordingly do not include all the information required full annual financial statements by IFRS.

These condensed interim financial statements have been prepared using the same accounting policies that were described in note 3 to the Company's audited financial statements for the year ended June 30, 2025. These interim condensed financial statements should be read in conjunction with the Company's audited financial statements for the year ended June 30, 2025. The Company's interim results are not necessarily indicative of its results for a full year.

These financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Innolink Network Ltd.
Notes to the Condensed Interim Financial Statements
For the three and six months ended December 31, 2025
(Unaudited - Expressed in Canadian Dollars)

3. EQUIPMENT

	Computer equipment $	Total $
Cost
Balance at June 16, 2023 and June 30, 2024	-	-
Addition	45,716	45,716
Depreciation	(254)	(254)
Balance at June 30, 2025	45,462	45,462
Addition (Note 8b))	202,330	202,330
Depreciation	(7,188)	(7,188)
Balance at December 31, 2025	240,604	240,604
Carrying amount
At June 30, 2025	45,462	45,462
At December 31, 2025	240,604	240,604

During the six months ended December 31, 2025, the Company recorded $7,188 (six months ended December 31, 2024 – $Nil) in depreciation expense.

4. LEASES

In July 2024, the Company entered into a sublease agreement with Newgtech Technology Ltd. ("Newgtech") for its warehouse space. Newgtech is controlled by the director and chief financial officer ("CEO") of the Company. In July 2025, the Company amended sublease agreement with Newgtech, whereby the monthly rent was increased to $3,708 for the period from July 1, 2025 to November 30, 2025 and to $3,800 for the period from December 1, 2025 to June 30, 2026. Under the terms of the agreement, the Company agreed to pay rent on a monthly basis. During the six months ended December 31, 2025, the Company recorded $22,339 (six months ended December 31, 2024 - $Nil) in rent expense relating to this arrangement. The Company has applied for the short-term lease exemption for this lease.

In August 2024, the Company entered into another sublease agreement with Newgtech for its administrative office premises. Under the terms of the agreement, the Company agreed to pay rent on a monthly basis. During the six months ended December 31, 2025, the Company recorded $1,094 (six months ended December 31, 2024 - $5,471) in rent expenses relating to this arrangement. The Company has applied for the short-term lease exemption for this lease. The Company terminated this lease arrangement in August 2025.

5. SHARE CAPITAL

a) Authorized

The Company is authorized to issue:

an unlimited number of class A common shares without par value with each common share carrying one vote per share;
an unlimited number of class B preferred shares without par value. Holders of the class B preferred share are not entitled to voting rights at the any general meeting of shareholders of the Company, except meeting of the holders class B preferred share;
an unlimited number of class C preferred shares without par value. Holders of the class C preferred share are not entitled to voting rights at the any general meeting of shareholders of the Company, except meeting of the holders class C preferred share; and
an unlimited number of class D preferred shares without par value. Holders of the class D preferred share are not entitled to voting rights at the any general meeting of shareholders of the Company, except meeting of the holders class D preferred share.

The Company may at any time redeem any share from any class of shares at the redemption price determined in the discretion of the Company's board of directors.

Innolink Network Ltd.

Notes to the Condensed Interim Financial Statements

For the three and six months ended December 31, 2025

(Unaudited - Expressed in Canadian Dollars)

b) Issued and outstanding

As at December 31, 2025 and June 30, 2025, the Company has follows shares issued and outstanding:

100 (June 30, 2025 – 100) class A common shares

6. SHARE EXCHANGE AGREEMENT

On October 27, 2025, the Company entered into a share exchange agreement (the “Agreement”) with Astron Connect Inc, (“AST”), a company listed on TSX Venture Exchange (“TSXV”). Pursuant to the Agreement, AST will acquire all the issued and outstanding common shares of the Company (the “Transaction”). The Transaction will constitute a reverse takeover of the AST by the Company. The Transaction is subject to the approval of the TSX Venture Exchange.

7. LOAN PAYABLE

On September 12, 2025, the Company entered into a loan agreement with Seikou Japan Co., Ltd. the Company’s majority shareholder holding 85% equity interest. Under the terms of the agreement, the Company borrowed $750,000 bearing interest at an annual rate of 5%. The principal and accrued interest are due upon the earliest of the following events (i) on or before December 31, 2025, upon delivery of a written notice of early repayment of the loan by the lender (“Early Repayment Notice”), whereby the loan and all the unpaid and accrued interest shall be repaid within five (5) business days from the date of the Early Repayment Notice; or (ii) the closing of a placement as defined in the loan agreement, being a public or private offering made concurrently with a public listing of the Company’s common shares on a recognized stock exchange in or outside of Canada; or (iii) September 15, 2027.

During the six months ended December 31, 2025, the Company accrued $10,890 (2024 – $Nil) in loan interest expense. As of December 31, 2025, the Company had $760,890 in loan payable, comprised of $750,000 in loan principal and $10,890 in accrued loan interest payable.

8. RELATED PARTY TRANSACTIONS

a) During the six months ended December 31, 2025, the Company incurred $197,580 (six months ended December 31, 2024 – $Nil) for equipment and parts purchased from Infocube HK Company Limited (“Infocube HK”), an entity related to the Company by a common director. As at December 31, 2025, the Company has a balance of $13,500 (June 30, 2025 - $13,500) owing to infocube HK.

b) During the six months ended December 31, 2025, the Company purchased equipment and parts totaling $143,400 (six months ended December 31, 2024 – $Nil) from Newgtech, a company controlled by the Company’s CEO and director, which are included in equipment.

c) During the six months ended December 31, 2025, Newgtech charged $1,094 (six months ended December 31, 2024 – $2,188) in rent expense relating to the administrative office.

d) During the six months ended December 31, 2025, Newgtech charged $22,339 (six months ended December 31, 2024 – $Nil) in rent expense relating to the warehouse space (Note 4).

e) During the six months ended December 31, 2025, Newgtech charged administrative fees totaling $9,000 (six months ended December 31, 2024 – $Nil), which are included in general and administrative expenses.

f) During the six months ended December 31, 2025, Newgtech charged cost of sales totaling $9,940 (six months ended December 31, 2024 – $Nil), which are included in equipment rental charge.

g) As at December 31, 2025, the Company had a prepayment balance of $187,761 (June 30, 2025 - $138,499) to Newgtech. This advance represents a prepayment for future compensation cost payable to the Company’s CEO.

Innolink Network Ltd.
Notes to the Condensed Interim Financial Statements
For the three and six months ended December 31, 2025
(Unaudited - Expressed in Canadian Dollars)

h) As at December 31, 2025, the Company had a balance of $54,000 (June 30, 2025 - $1,600) due to 1054817 B.C. Ltd., an entity controlled by the spouse of the Company’s director.

i) The Company’s key management includes the CEO who also serves as the Chief Financial Officer and the sole director of the Company. For the six months ended December 31, 2025 and 2024, no compensation was charged or paid to key management personnel, nor were any amount paid in respect of post-employment benefits or other long-term benefits.

9. CAPITAL RISK MANAGEMENT

The Company manages its common shares as capital. As at December 31, 2025, the Company’s shareholders’ deficit was $24,694. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, to maintain its financial strength, to protect its ability to meet its ongoing liabilities, to maintain creditworthiness, and to maximize returns for shareholders over the long term.

10. FINANCIAL INSTRUMENTS

The fair value of the Company’s cash, payable and accrued liabilities, due to related parties and loan payable approximate their carrying value due to their short-term nature.

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – inputs that are not based on observable market data.

As at December 31, 2025 and June 30, 2025, the Company does not have financial instruments measured at fair value on recurring basis.

The carrying value and classification of the Company’s financial instruments are presented below:

As at:	December 31, 2025		June 30, 2025
Financial assets:
Amortized cost
Cash	$	389,970	$ 67
Financial liabilities:
Amortized cost
Accounts payable and accrued liabilities	$	22,152	$ 333,034
Due to related parties	$	67,500	$ 15,100
Loan payable	$	760,890	$ -

Innolink Network Ltd.
Notes to the Condensed Interim Financial Statements
For the three and six months ended December 31, 2025
(Unaudited - Expressed in Canadian Dollars)

(a) Liquidity risk

liabilities when they fall due. As at December 31, 2025, the Company had cash balance of $389,970 (June 30, 2025 - $67) to settle the total current liabilities of $850,542 (June 30, 2025 - $348,134). As at December 31, 2025, the total working capital deficiency of the Company was $265,298 (June 30, 2025 - $29,746 deficiency).

(b) Currency risk

The Company's functional currency and reports its financial statements in Canadian dollars. The Company is exposed to foreign exchange risk when the Company undertakes transactions and holds assets and liabilities in currencies other than its functional currency. The Company has not entered into any derivative financial instruments to manage exposures to currency fluctuations. As at December 31, 2025, the Company does not have material financial assets or liabilities that are denominated in foreign currencies. The Company does not have material currency risk.

(c) Credit and concentration risk

Credit risk is the risk of a loss if a counterparty to a financial instrument fails to meet its contractual obligations. The Company's exposure to credit risk is limited to its cash and cash equivalents. The carrying value of these assets included in the statement of financial position represents the maximum credit exposure. The Company limits its exposure to credit risk by holding its cash and cash equivalents in deposits with high credit quality Canadian financial institutions.

For the six months ended December 31, 2025, all of the Company's computer equipment sales were generated from a single customer, and all the related computer equipment purchases were made from a single vendor. In addition all equipment income was generated from a single customer.

(d) Market Risk

11. SEGMENTED INFORMATION

(a) Operating segment

The Company operates in one single operating segment, being the provision of technology products and services, which includes computer equipment sales, equipment rental and consulting services.

(b) Geographic information

For the six months ended December 31, 2025, all of the Company's computer equipment sales was generated from a customer in Asia, while all equipment rental income was earned from a customer in Canada. All of the Company's assets are located in Canada.

12. SUBSEQUENT EVENT

On May 8, 2026, the Company entered into a Share for Debt Agreement to agree and accept shares of common stock of the Company in payment of 100% of the loan principal in an amount of $750,000 and accrued interest will be paid in cash.

85 -
SCHEDULE "D"
MD&A OF INNOLINK
[See Attached]

Innolink Network Ltd.

Management Discussion and Analysis

For the Year Ended June 30, 2025

Background

The following Management’s Discussion and Analysis (“MD&A”) of Innolink Network Ltd. (the “Company”) is prepared as at May 14, 2026, and should be read in conjunction with the audited financial statements and the accompanying notes for the audited financial statements of the Company for the year ended June 30, 2025. Additional information regarding the Company is available on www.innol.net

Since June 16, 2023, the Company adopted International Financial Reporting Standards (“IFRS”). All dollar figures included herein and in the following MD&A are quoted in Canadian dollars unless otherwise stated. The audited financial statements for the year ended June 30, 2025, have been prepared in accordance with International Financial Reporting Standard as issued by the International Accounting Standards Board.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of focused common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

This MD&A may contain forward looking statements based on assumption and judgments of management regarding events or results that may prove to be inaccurate as a result of risk factors beyond its control. Actual results may differ materially from the expected results. Additional information relevant to the Company’s activities can be found at www.innol.net

Forward Looking Statements

Certain information in this management discussion and analysis (“MD&A”) is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. The forward-looking information is based on certain assumptions, which could change materially in the future. The forward-looking information in this MD&A describes the Company's expectations as of the date of this MD&A. The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. The forward-looking information contained in this MD&A represents the expectations of the Company as of the date of this MD&A and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date.

Company Overview

The Company was incorporated under the Business Corporations Act (British Columbia) on June 16, 2023.

The head office, principal address and registered and records office of the Company are located at #320 - 7480 Westminster Highway Richmond, British Columbia V6X 1A1 Canada.

The Company is a Canadian technology firm specializing in computer equipment sales as system integration and AI computing hardware, equipment rental income of leasing services as AI infrastructure and bare-metal cloud resources equipment rental and consulting income as professional services in enterprise digitalization and intelligent technology transportation. As at June 30, 2025, the Company achieved profitable operations and had accumulated profit of $15,616.

These circumstances give rise to material uncertainties that may cast significant doubt on the Company's ability to continue as going concern. If additional financing is obtained through the issuance of equity, existing shareholders may experience significant dilution, and/or control of the Company could change. These financial statements do not reflect adjustments to the carrying amounts or classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

As at June 30, 2025, the Company had achieved profitable operations and had accumulated a net income of $15,616 (2024 - $11,047 net loss). For the year ended June 30, 2025, the Company incurred a net income of $26,663 (2024 - $11,047 net loss) and cash flows used in operating activities of $46,697 (2024 - $10,033). As of June 30, 2025, the total working capital deficiency of the Company was $29,746 (2024 - $9,947).

The Company specializes in system integration and AI computing hardware. The Company also generates equipment rental income through the leasing of AI infrastructure and bare-metal cloud resources as well as consulting income from providing professional services in enterprise digitalization and intelligent transportation technologies. The Company is seeking for business opportunities which would be in the best interest and benefit to shareholders and plans to focus on creating substantive long-term value for its shareholders through the research and development of AI business.

As of June 30, 2025, the Company had an accumulated income and expects to incur further income in the development of its business.

Business Highlights:

The following is a summary of significant events and transactions that occurred during the year-ended June 30, 2025:

Highlights for the year ended June 30, 2025:

Sales for the year ended June 30, 2025 were $3,818,635 (2024 - $15,000), an improvement of 25.358% from FY2024.
Net income of $26,663 for the year ended June 30, 2025 (2024 - net loss of $11,047), an improvement of 341% from FY2024.

Overall Performance

The following discussion of the Company's financial performance is based on the consolidated financial statements for the year ended June 30, 2025 and period from June 16, 2023 (incorporation) to June 30, 2024.

The statement of financial position as of June 30, 2025 indicates a cash and cash equivalents balance of $67 (2024 - $86), trade and other receivables of $179,822 (2024 - $Nil), prepaid to a related party of $138,499 (2024 - $Nil) and total current assets of $318,388 (2024 - $15,086). The increase in total current assets was due mainly to the increase of GST receivable and due from a related party.

Current liabilities as at June 30, 2025 totalled $348,134 (2024 - $25,033) which include accounts payable and accrued liabilities of $333,034 (2024-$10,000) and Due to related parties of $15,100 (2024 - $15,033). Shareholders' equity is comprised of common shares of $100 (2024 - $1,100) and income of $15,616 (2024 - $11,047 deficit).

Working capital is $29,746 (2024 - $9,947). Management believes that the Company has sufficient working capital to maintain the Company's day-to-day operations for at least the next twelve months given $750,000 shareholder's loan received from the shareholder subsequent to June 30, 2025.

During the year ended June 30, 2025, the Company reported a net income of $26,663 (2024 - $11,047 net loss). The increase in net income from operation is due mainly to a increase of business income.

The weighted-average number of Class A common shares outstanding for the year ended June 30, 2025 was 100, compared to 100 Class A common shares for the year ended June 30, 2024 and 1,000 class B shares were ceased (2024 - 1,000).

Factors Concerning the Company's Financial Performance and Results of Operations

Management believes that net income is a measure of how efficiently and effectively the business is running. The Company is in a period of expansion and growth. Therefore, payroll and equipment costs will increase over the next twelve months. To achieve an acceptable net income, management will need to balance the increase in payroll and business development costs and revenue growth. Net income is also viewed as an important measure for determining the value created for shareholders.

Selected Annual Information

The following financial data, which has been prepared in accordance with IFRS, is derived from the Company's audited financial information for the years ended June 30, 2025 and period from June 16, 2023 (incorporation) to June 30, 2024.

	Year ended June 30, 2025	Period from June 16, 2023 (incorporation) to June 30, 2024
	$	$
Revenue	3,818,635	15,000
Cost of sales	(3,598,394)	(13,500)
Expenses	(204,815)	(12,547)
Other Items:
Other income	11,237	-
Net loss and comprehensive income (loss)	26,663	(11,047)
Loss per common shares – basic and diluted	266.63	(110.47)
Cash	67	86
Total assets	363,850	15,086

Results of Operations

For further financial information, please refer to the annual audited consolidated financial statements.

The Company has earned revenues during the year ended June 30, 2025 and period from June 16, 2023 (incorporation) to June 30, 2024. The components of the Company's revenue and expenses are as follows:

The fourth quarter for the three-month ended June 30, 2025

For the three-month ended June 30, 2025, the Company recorded total revenue of $3,738,635, total cost of goods sold of $3,598,393 and generated gross profit of $140,242.

For the three-month ended June 30, 2025, the Company recorded total operating expenses of $191,685.

The major expenses incurred during the period for the three months ended June 30, 2025, consisted of $1,723 in bank charges, $124,151 in customer referral fees, $38,447 in general and administration fees, $25,346 in professional fees, including $346 in legal fees, $25,000 in audit and accounting fees and $2,018 in travel expense and $254 in depreciation expense in connection with the amortization of equipment assets.

For the three months ended June 30, 2025, the Company recorded total net loss of $49,207.

Operating Expenses for the year ended June 30, 2025 and period from June 16, (incorporation) to June 30, 2024

For the year ended June 30, 2025, the Company recorded total revenue of $3,818,635, total cost of sales $3,598,394 and generated gross profit of $220,241.

	Year Ended June 30, 2025	Period from June 16, 2023 (incorporation) to June 30, 2024
Operating Expenses
Bank charges	1,981	147
Customer referral fees	124,151	-
Depreciation expense	254	-
Office and administration	14,770	-
Professional fees	26,946	12,400
Rent	34,695	-
Travel expense	2,018	-
Total Operating Expenses	(204,815)	(12,547)

For the year ended June 30, 2025, the Company recorded total operating expenses of $204,815 compared to operating expenses of $12,547 for the period from June 16, 2023 (incorporation) to June 30, 2024.

The major expenses incurred in 2025, consisted of $124,151 in customer referral fees, $14,770 in office and administration, $26,946 in professional fees, including $1,946 in legal fees and $25,000 in audit and accounting fees and $34,695 in rent and $2,018 in travel expense.

The major expenses incurred in the period from June 16, 2023 (incorporation) to June 30, 2024, consisted of $147 in bank charges and $12,400 in professional fees, including $10,000 in audit accounting fees and $2,400 in legal fees.

The increased of $192,268 from 2025 to 2024 was mainly due to the increase in customer referral fees, office and administration fee, professional fees, rent and travel expenses.

Cash Flow for the year ended June 30, 2025 and period from June 16, 2023 (inception) to June 30, 2024

	Year Ended June 30, 2025	Period from June 16, 2023 (incorporation) to June 30, 2024
	$	$
Cash flow provided from operating activities	46,697	10,033
Cash flow provided from (used in) financing activities	(1,000)	1,100
Cash flow used in investing activities	(45,716)	-
Increase in cash during the year	(19)	86

Cash Flow used in Operating Activities

The Company recorded a net income and comprehensive income for the year ended June 30, 2025 of $26,663, and cash flow used in operating activities of $46,697. In comparison to the year-ended June 30, 2024, the Company recorded a net loss and comprehensive loss of $11,047, and cash flow used in operating activities of $10,033.

Expenses incurred during the year ended June 30, 2025, were primarily due to bank charges, office & administration, professional fees, including accounting fees and legal fees, property insurance, property maintenance expenses.

Cash Flow from Financing Activities

During the year ended June 30, 2025, the Company cancelled Class B Shares from a related party for founder share issuance in the amount of $1,000 (2024 - $1,100).

Cash Flow used in Investing Activities

During the year ended June 30, 2025, the Company incurred expenditure of $45,716 (2024 - $Nil) in equipment investment. Summary of Quarterly Results

A summary of quarterly results is included in the table below. The financial information is derived from the Company's condensed interim unaudited financial statements.

	Three Months ended June 30, 2025	Three Months ended March 31, 2025	Three Months ended December 31, 2024	Three Months ended September 30, 2024
Revenue ($)	3,738,635	80,000	-	-
Cost of Sales	(3,598,394)	-	-	-
Expenses ($)	(191,685)	(3,378)	(6,494)	(3,258)
Other Items:
Interest expense	(128)	-	-	-
Other income	2,365	9,000	-	-
Net loss (income) and comprehensive loss (income) ($)	(49,207)	85,622	(6,494)	(3,258)
Net loss per share -basic & diluted ($)	(492.07)	856.22	(64.94)	(32.58)
Weighted avg. common shares -basic & diluted	100	100	100	100
	Three Months ended June 30, 2024	Three Months ended March 31, 2024	Three Months ended December 31, 2023	Three Months ended September 30, 2023
---	---	---	---	---
Revenue ($)	15,000	-	-	-
Cost of Sales	(13,500)	-	-	-
Expenses ($)	(10,063)	(62)	(922)	(1,500)
Other Items:
Net loss and comprehensive loss ($)	(8,563)	(62)	(922)	(1,500)
Net loss per share -basic & diluted ($)	(85.63)	(0.62)	(92.20)	(15.00)
Weighted avg. common shares -basic & diluted	100	100	100	100

Fluctuations in reported earnings/losses during the periods noted above are primarily due to changes in bank charges, administration and office expenses, professional fees, referral fees and travel expense. The Company had incurred an accumulated net income of $15,616 from its incorporation date to June 30, 2025.

Financing Activities and Liquidity

During the year ended June 30, 2025, the Company had no financing activity occurred except for the cancellation of $1,000 in the class B shares due to related party.

Capital Resources

Capital is comprised of the Company's shareholders' equity and any debt that it may issue. As at June 30, 2025, the Company's shareholders' equity was $15,716 (June 30, 2024 - $9,947 deficit) and the Company had $348,134 outstanding debt. The capital was mostly from revenue from the operating income. The net proceeds raised will only be sufficient to identify and evaluate a limited number of assets and businesses, and maintain, satisfy, and implement the work commitments on the Company's operating products. Additional funds may be required to finance the Company's further research and development additional equipment assets and producing products.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements as at June 30, 2025 and 2024 or as of the filing date of this report.

Proposed Transactions

There were no proposed transactions during the period except for that disclosed in "Material Events" section. All current transactions are fully disclosed in the audited financial statements for the year ended June 30, 2025.

Operating Equipment

	Computer equipment	Total
Balance at June 30, 2024	-	-
Addition	45,716	45,716
Depreciaition	254	254
Balance at June 30, 2025	45,462	45,462

During the years ended June 30, 2025 and period from June 16, 2023 to June 30, 2024, the Company recorded $254 (2024 - Nil) in depreciation expense.

As of June 30, 2025 and 2024, the Company recorded accumulation of $254 (2024 - Nil) and had $45,462 (2024 - $Nil) in net value of computer equipment, respectively.

Leases

On August 18, 2024, the Company entered into a sub-lease agreement with a related party month by month. The Company agreed to pay a monthly fee of $1,094 for office rent. During the year ended June 30, 2025, the Company recorded $12,035 (period from June 16, 2023 (incorporation) to June 30, 2024 - $nil) in rent. The Company has applied for the short-term lease exemption for this lease.

On July 1, 2024, the Company entered into a sub-lease agreement with a related party month by month. The Company agreed to pay a monthly fee of $1,883 for office rent. During the year ended June 30, 2025, the Company recorded $22,660 (period from June 16, 2023 (incorporation) to June 30, 2024 - $nil) in rent fees. The Company has applied for the short-term lease exemption for this lease.

Transactions with Related Parties

a) During the year ended June 30, 2025, the Company incurred $40,910 (period from June 16, 2023 (incorporation) to June 30, 2024 - $13,500) for equipment rental to Inforcube HK Company Limited ("Inforcube HK"), an entity related to the Company by a common director. As at June 30, 2025, the Company has a balance of $13,500 (June 30, 2024 - $13,500) owing to infocube HK.

b) During the year ended June 30, 2025, a company controlled by the director of the Company charged $12,035 (period from June 16, 2023 (incorporation) to June 30, 2024 - $nil) in rent expense relating to the administrative office.

c) During the year ended June 30, 2025, a company controlled by the director of the Company charged $22,660 (period from June 16, 2023 (incorporation) to June 30, 2024 - $nil) in rent expense relating to the warehouse.

d) As at June 30, 2025, the Company had a balance of $138,499 (June 30, 2024 - $nil) due from Newgtech. As at June 30, 2024, the Company had a balance of $1,533 owing to Newgtech.

e) As at June 30, 2025, the Company had a balance of $1,600 (June 30, 2024 - $nil) owing to 1054817 B.C. Ltd., an entity controlled by the spouse of the director of the Company.

f) The Company's key management includes the CEO who also serves as the Chief Financial Officer and the sole director of the Company. For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024, no compensation was charged or paid to key management personnel, nor were any amount paid in

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respect of post-employment benefits or other long-term benefits.

g) Key management personnel consist of the officers and directors of the Company. For the year ended June 30, 2025 and for the period from June 16, 2023 (incorporation) to June 30, 2024, there were no key management compensations charged.

All related party transactions were entered into in the normal course of business and are recorded at the exchange amount established and agreed to between the related parties.

Financial Instruments and Financial Risk Management

(a) Fair value

The fair value of the Company's cash, due to related parties and accounts payable and accrued liabilities approximate their carrying value due to their short-term nature.

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – inputs that are not based on observable market data.

As at June 30, 2025 and 2024, the Company does not have financial instruments measured at fair value on recurring basis.

The carrying value and classification of the Company's financial instruments are presented below:

Fair Value of Financial Instruments

Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 - inputs that are not based on observable market data.

The following table sets forth the Company's financial instruments measured at fair value by level within the fair value hierarchy as follows:

As at:	June 30, 2025	June 30, 2024
Financial assets:
Amortized cost
Cash	$ 67	$ 86
Accounts receivable	$ -	$ 15,000
Amortized cost
Accounts payable	$ 333,034	$ 10,000
ies	$ 15,100	$ 15,033

Liquidity risk

The Company generates revenues and incurs expenses primarily in Canada and Malasia and is exposed to risk from changes in foreign currency exchange rates. In addition, the Company holds financial assets and liabilities in foreign currencies that expose the Company to foreign exchange risk. A significant change in the currency exchange rates between the Canadian dollar relative to the US dollar could have an effect on the Company's results of operations, financial position and/or cash flows. The Company has not hedged its exposure to currency fluctuations.

fall due. As at June 30, 2025, the Company had cash balance of $67 (June 30, 2024 - $86) to settle the total current liabilities of $348,134 (June 30, 2024 - $25,033). As at June 30, 2025, the total working capital deficiency of the Company was $29,746 (June 30, 2024 - $9,947). Subsequent to the year ended June 30, 2025, the Company received a loan of $750,000 from its 85% equity shareholder.

Currency risk

The Company's functional currency and reports its financial statements in Canadian dollars. The Company is exposed to foreign exchange risk when the Company undertakes transactions and holds assets and liabilities in currencies other than its functional currency. The Company has not entered into any derivative financial instruments to manage exposures to currency fluctuations. As at June 30, 2025, the Company has accounts payable balance totaling $283,623 (June 30, 2024 - $nil) which is denominated in US currency. As at June 30, 2025, with other variables unchanged, a 10% strengthening (weakening) of the US dollar against Canadian dollar would have (decreased) increased net income before income tax by approximately $28,362

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, commodity prices and equity prices. The Company's loan payable and promissory note bear no interest. Therefore, at June 30, 2025, the Company is not exposed to any significant interest rate risk volatility.

The Company does not have any financial assets, which might be exposed to commodity price fluctuation as at June 30, 2025.

Credit risk

Credit risk is the risk of a loss if a counterparty to a financial instrument fails to meet its contractual obligations. The Company's exposure to credit risk is limited to its cash and prepaid and other receivables. The Company limits its exposure to credit risk by holding its cash in deposits with high credit quality Canadian financial institutions.

The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, when appropriate, as a means of mitigating the risk of financial loss from defaults. Ongoing credit evaluation is performed on accounts receivable and loans receivable.

Capital Management

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the working capital, acquisition, research and development of AI product interests. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company considers capital to consist of shareholders' equity.

There were no changes in the Company's approach to capital management during the year ended June 30, 2025.

The Company's objective is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

Outstanding Share Data

a) Shares authorized

Unlimited number of common shares with no par value

Unlimited number of preferred shares

b) Shares issued:

As at June 30, 2025, the Company has follows shares issued and outstanding:

100 (June 30, 2024 – 100) class A common shares; and
Nil (June 30, 2024 – 1,000) class B preferred shares.

During the year ended June 30, 2025, the Company ceased 1,000 class B preferred shares.

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Risks and Uncertainties

The Company is subject to the normal risks entailed in AI, production, research and development. These can involve a number of known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from any expected further results, performance, or achievements. The research and development and acquisition of AI products are in many instances, unpredictable events. Future market requirements, the success of research and development, and other related transactions can have a significant impact on capital requirement. In addition, risk factors that can affect the Company’s future results, include, but are not limited to, foreign exchange, competition, risk inherent in AI production, research and development, and policies including confidential, trade laws and policies, receipt of permits and approvals from government authorities, and other operating and development risks, the following risk factors, among others, may apply:

Operating History and Financial Resources:

The Company has a limited operating history makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment. We were incorporated in 2023 and, as a result, have only a limited operating history upon which our business and future prospects may be evaluated. Although we believe we will experience substantial revenue growth, we may not be able to reach the expected rate of growth or even maintain our current revenue levels.

The Company has a limited history of operations with revenues, and it is unlikely that the Company will generate any revenues from operations in the foreseeable future. Funds available for operations may vary significantly from management’s estimates due to change that are outside the control of management. Differences between actual cost of goods sold and management’s estimates will occur, and these differences may be material. There is no assurance that future financial market conditions will result in sufficient funds being available to the Company to continue in the normal course of business. Management believes that Innolink’s decision to focus all of its activities in international trade affords a high degree of security.

An early stage of commercialization:

Incurred profits and may turn to incur losses:

Subject to global trade sentiments:

Our operations are dependent on the trade sentiment between Canada and the destination markets. As such this is an externality that we as a company cannot address directly.

Engage and retain sufficient buyers to drive revenue growth:

which could have a material adverse effect on our business. An increasing percentage of our users are accessing our marketplaces through mobile devices, a trend that we expect to continue. Our ability to monetize our mobile user traffic is critical to our business and our growth.

Competition:

Competition is one of the most material risk factors for any AI business due to the rapid pace of innovation, the low barriers to entry for software products, and the high capital intensity for hardware or infrastructure-focused AI firms.

Government Regulations:

Our AI initiatives are integral to our product strategy. However, they expose us to regulatory, reputational, and operational risks. For example, generative AI may inadvertently produce content that infringes on third-party rights or fails to meet user expectations, potentially resulting in liability. We have established AI governance protocols and oversight mechanisms, but these may not fully eliminate such risks.

Negative Operating Cash Flow:

Since inception, the Company has had positive operating cash flow. The positive operating cash flow is expected to continue for the foreseeable future as funds are expended on the research and development on the Innolink's products and administrative costs. The Company cannot predict when it will continue to reach positive operating cash flow.

Commodity Prices:

Commodity prices may not directly seem tied to the AI industry at first glance, but in the context of risk factor analysis for AI businesses—especially those involved in hardware, cloud computing, data centers, or chip development—certain commodity price fluctuations can materially impact costs, operations, and strategic decisions.

Currency risk

Reliance on Management and Experts:

The Company's success will be largely dependent, in part, on the services of the Company's senior management and directors. The Company has not purchased any "key man" insurance, nor has the Company entered into any non-competition or non-disclosure agreements with any of the Company's directors, officers or key employees and has no current plans to do so. The Company may hire consultants and others for technical expertise but there is no guarantee that the Company will be able to retain personnel with sufficient technical expertise to carry out the future development of the Company's business.

Dependence on Key Management and Employees:

Innolink depends on the efforts of key members of management and employees. Loss of any of these people could have a material adverse effect on Innolink. Innolink does not have any key man insurance with respect to any of its key employees.

Conflicts of Interest:

Certain of the Company's directors, officers and other members of management do, and may in the future, serve as directors, officers, promoters and members of management of other companies and, therefore, it is possible that a conflict may arise between their duties as a director, officer, promoter or member of the Company's management team and their duties as a director, officer, promoter or member of management of such other companies. The Company's directors and officers are aware of the laws governing accountability of directors and officers for corporate opportunity and the requirement of directors to disclose conflicts of interest. The Company will rely upon these laws in respect of any directors' and officers' conflicts of interest or in respect of any breaches of duty by any of its directors or officers.

Litigation

The Company and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit.

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Material Events

During the year ended June 30, 2025, on June 27, 2025 Miao Tan resigned as sole director of the Company and appointed Qi Zhang as the sole director of the Company.

As of June 30, 2025, the Company appointed the following directors and management:

Qi Zhang
Director and CEO

Cautionary Statement on Forward-Looking Information

This MD&A may contain certain statements that may be deemed “forward-looking statements.” All statements in this document, other than statements of historical fact, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential,” “interprets,” and similar expressions, or that events or conditions “will,” “would,” “may,” “could,” or “should” occur. Forward-looking statements in this document include statements regarding liquidity and effects of accounting policy changes, the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, failure to obtain adequate financing on a timely basis and other risks and uncertainties. In addition, forward-looking statements are based on various assumptions including, without limitation, the expectations and beliefs of management that the Company can access financing. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements.

Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change except as required by law.

Subsequent events

Additional Information

Additional information about the Company is available on innol.net

Innolink Network Ltd.

Management Discussion and Analysis

For the Three and Six Months Ended December 31, 2025

Background

The following Management’s Discussion and Analysis (“MD&A”) of Innolink Network Ltd. (the “Company”) is prepared as at May 14, 2026, and should be read in conjunction with the financial statements and the accompanying notes for six months ended December 31, 2025 and the audited financial statements of the Company for the year ended June 30, 2025. Additional information regarding the Company is available on www.innol.net

Since June 16, 2023, the Company adopted IFRS Accounting Standards (“IFRS”). All dollar figures included herein and in the following MD&A are quoted in Canadian dollars unless otherwise stated. These condensed interim financial statements of the Company are prepared in accordance with IAS 34 “Interim Financial Reporting” as issued by IASB, and accordingly do not include all the information required full annual financial statements by IFRS Accounting Standards (“IFRS”). They have been prepared using the same accounting policies that were described in note 3 to the Company’s annual financial statements for the year ended June 30, 2025.

Forward Looking Statements

Certain information in this management discussion and analysis (“MD&A”) is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. The forward-looking information is based on certain assumptions, which could change materially in the future. The forward-looking information in this MD&A describes the Company’s expectations as of the date of this MD&A. The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. The forward-looking information contained in this MD&A represents the expectations of the Company as of the date of this MD&A and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date.

Company Overview

The Company was incorporated under the Business Corporations Act (British Columbia) on June 16, 2023.

The head office, principal address and registered and records office of the Company are located at #320 - 7480 Westminster Highway Richmond, British Columbia V6X 1A1 Canada.

The Company is a Canadian technology firm specializing in computer equipment sales as system integration and AI computing hardware, equipment rental income of leasing services as AI infrastructure and bare-metal cloud resources equipment rental and consulting income as professional services in enterprise digitalization and intelligent technology transportation. As at December 31, 2025, the Company had not achieved any profitable operations and had accumulated net loss of $24,794.

These unaudited condensed interim financial statements have been prepared on the basis of accounting principles applicable a going concern, which assumes the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge is liabilities in the normal course of operations. The Company’s ability to continue as a going concern is dependent upon its capacity to generate sufficient revenue and to obtain additional financing to meet its obligations as they become due. While the Company has begun generating revenue from produce sales, but the current level of activity is not sufficient to cover operating expenditures. Management anticipates that the future funding will primarily be derived from the issuance of equity

or debt instruments. The availability of such financing will depend on prevailing market condition and the Company's operating performance, and there can be no assurance that financing will be available on terms acceptable to the Company, if at all. These circumstances give rise to material uncertainties that may cast significant doubt on the Company's ability to continue as going concern. If additional financing is obtained through the issuance of equity, existing shareholders may experience significant dilution, and/or control of the Company could change. These financial statements do not reflect adjustments to the carrying amounts or classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

As at December 31, 2025, the Company did not achieve profitable operations and accumulated a net loss of $24,794 (June 30, 2025 - $15,616 net income). For the six months ended December 31, 2025, the Company incurred a net loss of $40,410 (six months ended December 31, 2024 - $9,752 net loss) and cash flows used in operating activities of $157,767 (six months ended December 31, 2024 - $74,486). As of December 31, 2025, the total working capital deficiency of the Company was $265,298 (June 30, 2025 - $29,746 deficiency).

Business Highlights:

The following is a summary of significant events and transactions that occurred during the period ended December 31, 2025:

Highlights for the three months ended December 31, 2025:

Sales for the three months ended December 31, 2025 were $43,184 (six months ended December 31, 2024 - $Nil), an improvement of 100% from the same period of 2024.
Net gross profit of $20,678 for the three months ended December 31, 2025 (six months ended December 31, 2024 – Nil), an improvement of 100% from the same period of 2024.

Overall Performance

The following discussion of the Company's financial performance is based on the financial statements for the six months ended December 31, 2025 and 2024.

The statement of financial position as of December 31, 2025 indicates a cash and cash equivalents balance of $389,970 (June 30, 2025 - $67), trade and other receivables of $7,513 (June 30, 2025 - $179,822), due from a related party of $187,761 (June 30, 2025 - $138,499) and total current assets of $585,244 (June 30, 2025 - $318,388). The increase in total current assets was due mainly to the increase of cash and due from a related party.

Current liabilities as at December 31, 2025 totalled $850,542 (June 30, 2025 - $348,134) which include accounts payable and accrued liabilities of $22,152 (June 30, 2025 - $333,034), due to related parties of $67,500 (June 30, 2025 - $15,100) and loan payable and accrued interest of $760,890 (June 30, 2025 - $Nil). Shareholders' equity is comprised of common shares of $100 (June 30, 2025 - $100) and deficit of $24,794 (June 30, 2025 - $15,616 surplus).

Working capital deficiency is $265,298 (June 30, 2025 - $29,746 deficiency). Management believes that the Company has sufficient working capital to maintain the Company's day-to-day operations for at least the next twelve months given $750,000 shareholder's loan received from the shareholder during the six months ended December 31, 2025.

During the six months ended December 31, 2025, the Company reported a net loss of $40,410 (six months ended December 31, 2024 - $9,752). The increase in net loss from operation is due mainly to an increase of operating expenses although an increase of business income.

The weighted-average number of Class A common shares outstanding for the three months ended December 31, 2025 was 100, compared to 100 Class A common shares for the year ended June 30, 2025.

Factors Concerning the Company's Financial Performance and Results of Operations

Management believes that net income is a measure of how efficiently and effectively the business is running. The Company is in a period of expansion and growth. Therefore, equipment costs will increase over the next twelve months. To achieve an acceptable net income, management will need to balance the increase in payroll and business development costs and revenue growth. Net income is also viewed as an important measure for determining the value created for shareholders.

Selected Annual Information

The following financial data, which has been prepared in accordance with IFRS, is derived from the Company's audited financial information for the years ended June 30, 2025 and the period from June 16, 2023 (incorporation) to June 30, 2024.

	Year ended June 30, 2025	Period from June 16, 2023 (incorporation) to June 30, 2024
	$	$
Revenue	3,818,635	15,000
Cost of sales	(3,598,394)	(13,500)
Expenses	(204,815)	(12,547)
Other Items:
Other income	11,237	-
Net loss and comprehensive income (loss)	26,663	(11,047)
Loss per common shares – basic and diluted	266.63	(110.47)
Cash	67	86
Total assets	363,850	15,086

Results of Operations

For further financial information, please refer to the annual audited financial statements.

The Company has earned revenues during the three months ended December 31, 2025 and 2024. The components of the Company's revenue and expenses are as follows:

The three-month ended December 31, 2025 and 2024:

	Three Months Ended December 31, 2025	Three Months Ended December 31, 2024
Operating Expenses
Bank charges	922	124
Depreciation expense	4,331	-
General and administration fees	5,330	2,388
Professional fees	10,960	700
Rent expenses	11,216	3,282
Total Operating Expenses	(32,759)	(6,494)

For the three-month ended December 31, 2025, the Company recorded total revenue of $43,184, total cost of goods sold of $22,506 and generated gross profit of $20,678.

For the three-month ended December 31, 2025, the Company recorded total operating expenses of $32,759.

The major expenses incurred during the three months ended December 31, 2025, consisted of $922 in bank charges, $5,330 in general and administration fees, $10,960 in professional fees, including $400 in legal fees, $10,560 in audit and accounting fees and $11,216 in rent expenses and $4,331 in depreciation expense in connection with the amortization of equipment assets.

For the three months ended December 31, 2025, the Company recorded total net loss of $24,001.

The six-month ended December 31, 2025 and 2024:

	Six Months Ended December 31, 2025	Six Months Ended December 31, 2024
Operating Expenses
Bank charges	1,790	162
Depreciation expense	7,188	-
General and administration fees	14,249	2,519
Professional fees	18,360	1,600
Rent expenses	23,433	5,471
Total Operating Expenses	(65,020)	(9,752)

For the six-month ended December 31, 2025, the Company recorded total revenue of $286,721, total cost of goods sold of $246,996 and generated gross profit of $39,725.

For the six-month ended December 31, 2025, the Company recorded total operating expenses of $65,020.

The major expenses incurred during the nine months ended December 31, 2025, consisted of $1,790 in bank charges, $14,249 in general and administration fees, $18,360 in professional fees, including $2,800 in legal fees, $15,560 in audit and accounting fees and $23,433 in rent expenses and $7,188 in depreciation expense in connection with the amortization of equipment assets.

For the six months ended December 31, 2025, the Company recorded total net loss of $40,410.

Cash Flow for the six months ended December 31, 2025 and 2024

	Six Months Ended December 31, 2025	Six Months Ended December 31, 2024
	$	$
Cash flow used in operating activities	(157,767)	(74,486)
Cash flow used in investing activities	(202,330)	-
Cash flow provided from financing activities	750,000	75,000
Increase in cash during the period	389,903	514

Cash Flow provided from Operating Activities

The Company recorded a net loss and comprehensive loss for the six months ended December 31, 2025 of $40,410, and cash flow used in operating activities of $157,767. In comparison to the six-month ended December 31, 2024, the Company recorded a net loss and comprehensive loss of $9,752, and cash flow used in operating activities of $74,484.

Expenses incurred during the six months ended December 31, 2025, were primarily due to bank charges, office & administration, professional fees, including accounting fees and legal fees and depreciation expenses.

Cash Flow provided from Financing Activities

During the six months ended December 31, 2025, the Company entered into a loan agreement and received the fund from a company owned 85% of the Company for an amount of $750,000 (2024 - $Nil). In comparison to the six month-ended December 31, 2024, the Company received $75,000 from a related party for operating expenses.

Cash Flow used in Investing Activities

During the six months ended December 31, 2025, the Company spent $202,330 to purchase equipment. In comparison to the six-month ended December 31, 2024, no investment activity occurred.

Summary of Quarterly Results

A summary of quarterly results is included in the table below. The financial information is derived from the Company's condensed interim unaudited financial statements.

	Three Months ended December 31, 2025	Three Months ended September 30, 2025	Three Months ended June 30, 2025	Three Months ended March 31, 2025
Revenue ($)	43,184	243,537	3,738,635	80,000
Cost of Sales	(22,506)	(224,490)	(3,598,394)	-
Expenses ($)	(32,759)	(32,261)	(191,685)	(3,378)
Other Items:
Other expense	(15,652)	(3,912)	(128)	-
Other income	3,732	717	2,365	9,000
Net loss (income) and comprehensive loss (income) ($)	(24,001)	(16,409)	(49,207)	85,622
Net loss per share -basic & diluted ($)	(240.01)	(164.09)	(492.07)	856.22
Weighted avg. common shares -basic & diluted	100	100	100	100
	Three Months ended December 31, 2024	Three Months ended September 30, 2024	Three Months ended June 30, 2024	Three Months ended March 31, 2024
---	---	---	---	---
Revenue ($)	-	-	15,000	-
Cost of Sales	-	-	(13,500)	-
Expenses ($)	(6,494)	(3,258)	(10,063)	(62)
Other Items:
Net loss and comprehensive loss ($)	(6,494)	(3,258)	(8,563)	(62)
Net loss per share -basic & diluted ($)	(64.94)	(32.58)	(85.63)	(0.62)
Weighted avg. common shares -basic & diluted	100	100	100	100

Fluctuations in reported earnings/losses during the periods noted above are primarily due to changes in bank charges, administration and office expenses, professional fees and depreciation expense in connection with the amortization of equipment assets.

The Company had incurred an accumulated net loss of $24,794 from its incorporation date to December 31, 2025.

Financing Activities and Liquidity

During the six months ended December 31, 2025, the Company received $750,000 loan from the 85% equity shareholder of the Company.

Capital Resources

Capital is comprised of the Company's shareholders' equity and any debt that it may issue. As at December 31, 2025, the Company's shareholders' deficit was $24,694 (June 30, 2025 - $15,716 equity) and the Company had $760,890 outstanding debt. The capital was mostly from revenue from the operating income. The net proceeds raised will only be sufficient to identify and evaluate a limited number of assets and businesses, and maintain, satisfy, and implement the work commitments on the Company's operating products. Additional funds may be required to finance the Company's further research and development additional equipment assets and producing products.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements as at December 31, 2025 and June 30, 2025 or as of the filing date of this report.

Proposed Transactions

There were no proposed transactions during the period except for that disclosed in “Material Events” section. All current transactions are fully disclosed in the financial statements for the three months ended December 31, 2025.

Operating Equipment

	Computer equipment	Total
Balance at June 30, 2024	-	-
Addition	45,716	45,716
Depreciation	(254)	(254)
Balance at June 30, 2025	45,462	45,462
Addition	202,330	-
Depreciation	(7,188)	(7,188)
Balance at December 31, 2025	240,604	240,604

During the periods ended December 31, 2025, the Company recorded $7,188 (Six months December 31, 2024 – $Nil) in depreciation expense.

As of December 31, 2025 the Company recorded accumulated depreciation of $7,442 (June 30, 2025 - $254) and had $240,604 (June 30, 2025 - $45,462) in net value of computer equipment, respectively.

Leases

In July 2024, the Company entered into a sublease agreement Newgtech Technology Ltd. (“Newgtech”) for its warehouse space. Newgtech is controlled by the director and chief financial officer (“CEO”) of the Company. Under the terms of the agreement, the Company agreed to pay rent on a monthly basis. During the six months ended December 31, 2025, the Company recorded $22,339 (six months ended December 31, 2024 - $nil) in rent expense relating to this arrangement. The Company has applied for the short-term lease exemption for this lease.

In August 2024, the Company entered into another sublease agreement with Newgtech for its administrative office premises. Under the terms of the agreement, the Company agreed to pay rent on a monthly basis. During the six months ended December 31, 2025, the Company recorded $1,094 (six months ended December 31, 2024 - $5,471) in rent expenses relating to this arrangement. The Company has applied for the short-term lease exemption for this lease. The Company terminated this lease arrangement in August 2025.

Transactions with Related Parties

c) During the six months ended December 31, 2025, Newgtech charged $1,094 (six months ended December 31, 2024 – $2,188) in rent expense relating to the administrative office.

d) During the six months ended December 31, 2025, Newgtech charged $22,339 (six months ended December 31, 2024 - $Nil) in rent expense relating to the warehouse space.

-6-

e) During the six months ended December 31, 2025, Newgtech charged administrative fees totaling $9,000 (six months ended December 31, 2024 - $Nil), which are included in general and administrative expenses.

f) During the six months ended December 31, 2025, Newgtech charged cost of sales totaling $9,940 (six months ended December 31, 2024 - $Nil), which are included in equipment rental charge.

h) As at December 31, 2025, the Company had a balance of $54,000 (June 30, 2025 - $1,600) due to 1054817 B.C. Ltd., an entity controlled by the spouse of the Company’s director.

All related party transactions were entered into in the normal course of business and are recorded at the exchange amount established and agreed to between the related parties.

Financial Instruments and Financial Risk Management

(a) Fair value

The fair value of the Company’s cash, due to related parties and accounts payable and accrued liabilities approximate their carrying value due to their short-term nature.

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – inputs that are not based on observable market data.

As at December 31, 2025 and June 30, 2025, the Company does not have financial instruments measured at fair value on recurring basis.

The carrying value and classification of the Company’s financial instruments are presented below:

Fair Value of Financial Instruments

Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 - inputs that are not based on observable market data.

The following table sets forth the Company’s financial instruments measured at fair value by level within the fair value hierarchy as follows:

As at:	December 31, 2025	June 30, 2025
Financial assets:
Amortized cost
Cash	$ 389,970	$ 67
Amortized cost
Accounts payable	$ 22,152	$ 333,034
Due to related parties	$ 67,500	$ 15,100
Loan payable	$ 760,890	$ -

-8-

Liquidity risk

The Company generates revenues and incurs expenses primarily in Canada and Malaysia and is exposed to risk from changes in foreign currency exchange rates. In addition, the Company holds financial assets and liabilities in foreign currencies that expose the Company to foreign exchange risk. A significant change in the currency exchange rates between the Canadian dollar relative to the US dollar could have an effect on the Company's results of operations, financial position and/or cash flows. The Company has not hedged its exposure to currency fluctuations.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company aims to ensure that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents. The Company manages liquidity risk by monitoring its operating requirements and preparing budgets to ensure that it maintains adequate liquidity to meet liabilities when they fall due. As at December 31, 2025, the Company had cash balance of $389,970 (June 30, 2025 - $67) to settle the total current liabilities of $850,542 (June 30, 2025 - $348,134). As at December 31, 2025, the total working capital deficiency of the Company was $265,298 (June 30, 2025 - $29,746 deficiency). During the six months ended December 31, 2025, the Company received a loan of $750,000 from its 85% equity shareholder.

Currency risk

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, commodity prices and equity prices. The Company's loan payable and promissory note bear no interest. Therefore, as of December 31, 2025, the Company is not exposed to any significant interest rate risk volatility.

The Company does not have any financial assets, which might be exposed to commodity price fluctuation as at June 30, 2025.

Credit risk

Credit risk is the risk of a loss if a counterparty to a financial instrument fails to meet its contractual obligations. The Company's exposure to credit risk is limited to its cash and prepaid and other receivables. The Company limits its exposure to credit risk by holding its cash in deposits with high credit quality Canadian financial institutions.

Capital Management

There were no changes in the Company's approach to capital management during the six months ended December 31, 2025.

The Company's objective is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

Outstanding Share Data

a) Shares authorized

Unlimited number of common shares with no par value
Unlimited number of preferred shares

b) Shares issued:

As at December 31, 2025, the Company has follows shares issued and outstanding:
- 100 (June 30, 2025 – 100) class A common shares

Loan Payable

During the six months ended December 31, 2025, the Company accrued $10,890 (2024 –$Nil) in loan interest expense. As of December 31, 2025, the Company had $760,890 in loan payable, comprised of $750,000 in loan principal and $10,890 in accrued loan interest payable.

Risks and Uncertainties

Operating History and Financial Resources:

An early stage of commercialization:

-9-

-10-

Incurred profits and may turn to incur losses:

Subject to global trade sentiments:

Our operations are dependent on the trade sentiment between Canada and the destination markets. As such this is an externality that we as a company cannot address directly.

Engage and retain sufficient buyers to drive revenue growth:

Competition:

Government Regulations:

Negative Operating Cash Flow:

Commodity Prices:

Currency risk

Reliance on Management and Experts:

Company may hire consultants and others for technical expertise but there is no guarantee that the Company will be able to retain personnel with sufficient technical expertise to carry out the future development of the Company’s business.

Dependence on Key Management and Employees:

Conflicts of Interest:

Certain of the Company’s directors, officers and other members of management do, and may in the future, serve as directors, officers, promoters and members of management of other companies and, therefore, it is possible that a conflict may arise between their duties as a director, officer, promoter or member of the Company’s management team and their duties as a director, officer, promoter or member of management of such other companies. The Company’s directors and officers are aware of the laws governing accountability of directors and officers for corporate opportunity and the requirement of directors to disclose conflicts of interest. The Company will rely upon these laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers.

Litigation

The Company and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit.

Material Events

During the six months ended December 31, 2025, on October 27, 2025, the Company entered into a share exchange agreement (the “Agreement”) with Astron Connect Inc, (“AST”), a company listed on TSX Venture Exchange (“TSXV”). Pursuant to the Agreement, the Company will acquire all the issued and outstanding common shares of the Company (the “Transaction”), and in connection therewith intends to complete a non-brokered private placement to raise gross proceeds of up to $2,300,000. The Transaction is subject to the TSXV approval and is considered a reverse takeover of AST by the Company. A definitive agreement is expected to be executed in due course.

As of December 31, 2025, the Company appointed the following directors and management:

Qi Zhang
Director and CEO

Cautionary Statement on Forward-Looking Information

Subsequent event

-11-

-12-

Additional Information

Additional information about the Company is available on innol.net

86 -
SCHEDULE "E"
PRO FORMA FINANCIAL STATEMENTS
[See Attached]

Pro Forma Consolidated Balance Sheet
December 31, 2025
(in Canadian Dollars)

	AST Holding $	Innolink $	Adjustments $	Resulting Issuer $
Assets
Current assets
Cash and cash equivalents	444,935	389,970	2,197,000 (b)	2,881,905
			(50,000) (b)	-
			(100,000) (c)	-
Tax receivable	4,008	7,513	-	11,521
Prepaid expenses	16,257	-	-	16,257
Due from a related party	-	187,761	-	187,761
Investment	1	-	-	1
	465,201	585,244	2,047,000	3,097,445
Non-current assets
Property, plant and equipment	-	240,604	-	240,604
Total assets	465,201	825,848	2,047,000	3,338,049
Liability and equity
Current liabilities
Accounts payable and accrued liabilities	204,842	22,152	-	226,994
Due to related parties	74,450	67,500	-	141,950
Customer deposit	36,692	-	-	36,692
Loan Payable		760,890	(750,000) (a)	10,890
	315,984	850,542	(750,000)	416,526
Shareholders' equity
Share capital	8,553,477	100	(8,553,477) (a)	4,791,162
Fair value of shares deemed being issued			1,513,562 (a)
Innolink loan payable converted to be Innolink equiety			750,000 (a)
Concurrent Financing (Private Placement)			2,390,000 (b)
Share issuance costs			(50,000) (b)
Share issued for transaction costs in shares			187,500 (c)
Reserves	469,455	-	(469,455) (a)
Accumulated deficit	(9,066,715)	(24,794)	9,066,715 (a)	(1,869,639)
Share subscription received	193,000	-	(193,000)
Listing expenses			(1,557,345) (a)
RTO transaction costs - shares			(187,500) (c)
RTO transaction costs - cash			(100,000) (c)
Total shareholders' equity	149,217	(24,694)	2,990,000	2,921,523
Total liabilities and shareholders' equity	465,201	825,848	2,047,000	3,338,049

Astron Connect Inc.
Notes to the Pro Forma Consolidated Balance Sheet
As at December 31, 2025
(in Canadian Dollars)

Acquisition and Basis of Presentation

The accompanying unaudited pro forma consolidated balance sheet has been prepared by management of Astron Connect Inc. ("AST" or the "Company") for purposes of inclusion in the Filing Statement of AST in connection with the Reverse Takeover Transaction involving the acquisition by Astron Connect Inc.

This unaudited pro forma consolidated balance sheet has been prepared in accordance with International Financial Reporting Standards (IFRS).

The unaudited pro forma consolidated balance sheet gives pro form an effect to the reverse takeover of Innolink Network Ltd. ("Innolink") and the assumptions as described in Notes 2 to 3, inclusive below, as if these transactions occurred on December 31, 2025. Under the terms of the Share Purchase Agreement between AST and Innolink dated October 27, 2025, AST will issue 75,000,000 common shares to shareholders of Innolink, for their 100% equity interest in Innolink, upon closing of the Reverse Takeover Transaction. The Company is not required to present a pro forma statement of operations in accordance with the rules of the TSX Venture Exchange.

The unaudited pro forma consolidated balance sheet as at December 31, 2025 has been compiled from and includes:

The unaudited balance sheet of Innolink as at December 31, 2025;
The unaudited balance sheet of AST as at December 31, 2025

The proposed acquisition is subject to the approval of regulatory authorities.

This pro forma consolidated balance sheet has been prepared for illustrative purposes only and is not necessarily indicative of the actual results that would have occurred had the reverse takeover acquisition of Innolink by the Company been concluded on December 31, 2025. The pro forma adjustments are based on currently available information and management estimates and assumptions. Actual adjustments may differ from the pro forma adjustments. Management believes that such adjustments provide reasonable basis for presenting all the significant effects of the reverse takeover acquisition.

The unaudited pro forma consolidated balance sheet should be read in conjunction with the financial statements and notes of Innolink and AST, as referred to above and included in the Filing Statement.

It is management's opinion that the unaudited pro forma consolidated balance sheet includes all adjustments necessary for the fair presentation of the transactions described here and is in accordance with IFRS. The unaudited pro forma consolidated balance sheet is not intended to reflect the financial position of Innolink Technology Inc., which would have actually resulted had the transactions been effected on the dates indicated. Furthermore, the unaudited pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future. Actual amounts recorded upon consummation of the transactions will differ from those recorded in the unaudited pro forma consolidated balance sheet and the differences may be material.

2. Pro Forma Assumptions and Adjustments

The pro forma consolidated balance sheet has been prepared based on the balance sheets of AST and Innolink. The pro forma consolidated balance sheet gives effect to the following transactions as though they had occurred at December 31, 2025:

(a) The issuance of 75,000,000 common shares to shareholders of Innolink in exchange for 100% equity interest in Innolink pursuant to the Share Purchase Agreement. The transaction has been accounted for in accordance with accounting principles applicable to reverse takeover transactions. Under this basis for accounting, Innolink has been identified as the acquirer and, accordingly, the consolidated entity is considered to be a continuation of Innolink with the net assets of AST as at December 31, 2025, deemed to have been acquired by Innolink. The assets and liabilities of AST as of December 31, 2025 and the allocation of the acquisition consideration is as follows:

Cash and cash equivalents	444,935
Tax receivable	4,008
Prepaid expenses	16,257
Investment	1
Concurrent financing Subscription received	(193,000)
Accounts payable and accrued liabilities	(204,842)
Due to a related party	(74,450)
Customer deposit	(36,692)
Net liabilities acquired	(43,783)
Fair value of 30,271,236 deemed issued	1,513,562
Deemed cost of public listing	1,557,345

(b) AST has completed a concurrent private placement of 47,800,000 shares at $0.05 per share of the resulting issuer with proceeds of $2,340,000, net of share issuance cost in the amount of $50,000.

(c) The Company estimates that transaction costs (professional fees and referral fees) in total, will amount to $287,500 ($100,000 in cash and $187,500 in shares). The professional fees are directly related to this transaction and have been charged on a pro forma basis to retained earnings.

3. Share Capital

After giving effect to the pro forma assumptions in Note 2, above, the issued and fully paid share capital of AST is as follows:

	Number of Common Shares	Share Capital Capital Amount
Balance, December 31, 2025
AST shares issued and outstanding as of December 31, 2025	30,271,240	$ 8,553,477
Innolink shares issued and outstanding as of December 31, 2025	75,000,000	100
Recapitalization Transactions
Shares deemed issued by Innolink to acquire AST	30,271,240	1,513,562
Elimination of share capital and reserves of AST	(30,271,236)	(8,553,477)
Shares issued for the finder’s fee	3,750,000	187,500
Concurrent financing (Private Placement)	47,800,000	2,390,000
Share capital per the recapitalization AST’s share issuance costs	-	(50,000)
Pro Forma Balance, December 31, 2025	156,621,240	$ 4,041,162
Share purchase warrants on current financing (private placement)	47,600,000
Fully Diluted Common Shares	204,621,240

4. EFFECTIVE TAX RATE

Upon completion of the Transaction the effective tax rate of the resulting issuer is expected to be 27%.

87 -
SCHEDULE "F"
ASTRON OPTION PLAN
[See Attached]

ASTRON CONNECT INC.
(the "Company")

EQUITY INCENTIVE PLAN

SECTION 1
ESTABLISHMENT AND PURPOSE OF THIS PLAN

1.1 Purpose

The purpose of this equity incentive plan (the "Plan") is to promote the long-term success of the Company and the creation of shareholder value by: (i) encouraging the attraction and retention of Eligible Persons; (ii) encouraging such Eligible Persons to focus on critical long-term objectives; and (iii) promoting greater alignment of the interests of such Eligible Persons with the interests of the Company.

SECTION 2
DEFINITIONS

2.1 Definitions

As used in this Plan, the following terms shall have the meanings set forth below:

(a) "Award" means any award of Options, RSUs, PSUs or DSUs granted under this Plan;

(b) "Award Agreement" means any written agreement, contract, or other instrument or document, including an electronic communication, as may from time to time be designated by the Company as evidencing any Award granted under this Plan;

(c) "Blackout Period" means a period of time during which the Company prohibits Participants from exercising, redeeming or settling an Award due to the existence of undisclosed material information and pursuant to a formal notice provided by the Company under a trading policy, which Blackout Period must expire promptly following general disclosure of the undisclosed material information;

(d) "Board" means the board of directors of the Company or, if the context permits, any of its Subsidiaries, as applicable;

(e) "Change of Control" means the acquisition by any person or by any person and a joint actor, whether directly or indirectly, of voting securities (as such terms are interpreted in the Securities Act) of the Company, which, when added to all other voting securities of the Company at the time held by such person or by such person and a person "acting jointly or in concert" with another person, as that phrase is interpreted in National Instrument 62-103, totals for the first time not less than fifty (50%) percent of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board;

(f) "Company" means Astron Connect Inc., a company incorporated under the Business Corporations Act (British Columbia), and any of its successors or assigns;

(g) "Consultant" means a Person (other than a Director, Officer or Employee) that:

(i) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Company or any Subsidiary of the Company, other than services provided in relation to a distribution (as defined in the Securities Act);

(ii) provides the services under a written contract between the Company or any of its Subsidiaries and the Person, as the case may be; and

(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time on the affairs and business of the Company or any of its Subsidiaries;

and includes:

(iv) for a Person that is an individual, a corporation of which such individual is the sole shareholder;

(h) “Deferred Share Unit” or “DSU” means a right granted to a Participant, as compensation for employment or consulting services or services as a Director or Officer, to receive, for no additional cash consideration, securities of the Company on a deferred basis upon specified vesting criteria being satisfied, all as provided in Section 5.4 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement, and which may be paid in cash and/or Shares;

(i) “Determination Date” means a date determined by the Board in its sole discretion but not later than 90 days after the expiry of a Performance Cycle;

(j) “Director” means a member of the Company’s Board or the Board of any of its Subsidiaries;

(k) “Discounted Market Price” means the Market Price less the discount set forth below, subject to a minimum price of $0.10:

Closing Price	Discount
up to $0.50	25%
$0.51 to $2.00	20%
above $2.00	15%

(l) “Disability” means any medical condition which qualifies a Participant for benefits under a long-term disability plan of the Company or Subsidiary;

(m) “Effective Date” has the meaning ascribed thereto in Section 8;

(n) “Election Form” means the form to be completed by a Director specifying the amount of Fees he or she wishes to receive in DSUs under this Plan;

(o) “Eligible Person”, when used in connection with Options, means Officers, Directors, Employees, Management Company Employees and Consultants of the Company or any of its Subsidiaries but, when used in connection with PSUs, RSUs or DSUs, means only Officers, Directors, Employees, Management Company Employees and Consultants of the Company or any of its Subsidiaries that do not perform Investor Relations Activities;

(p) "Employee" means:

(i) an individual who is considered an employee of the Company or any of its Subsidiaries under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

(ii) an individual who works full-time for the Company or any of its Subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Company or any of its Subsidiaries over the details and methods of work as an employee of the Company or any of its Subsidiaries, as the case may be, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Company or any of its Subsidiaries on a continuing and regular basis for a minimum amount of time per week acceptable to the Exchange, who provides services normally provided by an employee and is subject to the same control and direction by the Company or its Subsidiary over the details and methods of work as an employee of the Company or any of its Subsidiaries, as the case may be, but for whom income tax deductions are not made at source;

(q) "Exchange" means the TSX Venture Exchange, or such other exchange upon which the Shares of the Company may become listed for trading;

(r) "Fees" means the annual Board retainer, chair fees, meeting attendance fees or any other fees payable to a Director;

(s) "Grant Date" means, for any Award, the date specified by the Board as the grant date at the time it grants the Award or, if no such date is specified, the date upon which the Award was actually granted;

(t) "Insider" has the meaning attributed to it in the Securities Act;

(u) "Investor Relations Activities" means any activities, by or on behalf of the Company or a shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:

(i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company:

(A) to promote the sale of products or services of the Company; or

(B) to raise public awareness of the Company, that cannot reasonably be considered to promote the purchase or sale of securities of the Company;

(ii) activities or communications necessary to comply with the requirements of:

(A) applicable securities laws; or

(B) Exchange requirements or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the Company;

(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:

(A) the communication is only through the newspaper, magazine or publication; and
(B) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

(iv) activities or communications that may be otherwise specified by the Exchange;

(v) "Investor Relations Service Provider" includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities
(w) "Management Company Employee" means an individual employed by a company providing management services to the Company, which services are required for the ongoing successful operation of the Company's business enterprise;
(x) "Market Price" means, subject to the exceptions prescribed by the Exchange from time to time, the last closing price of the Company's shares before the issuance of the required news release disclosing the grant of Awards (but, if the policies of the Exchange provide an exception to such news release, then the last closing price of the Company's shares before the Grant Date);
(y) "Market Unit Price" means the value of a Share determined by reference to the five-day volume-weighted average closing price of a Share for the five Trading Day period immediately preceding the relevant date;
(z) "Officer" means an officer (as defined in the Securities Act or, where the Securities Act does not apply, by other applicable securities laws) of the Company or any of its Subsidiaries;
(aa) "Option" means incentive share purchase options entitling the holder thereof to purchase Shares at a specified price for a specified period of time;
(bb) "Participant" means any Eligible Person to whom Awards under this Plan are granted;
(cc) "Participant's Account" means a notional account maintained for each Participant's participation in this Plan which will show any RSUs, PSUs and/or DSUs credited to a Participant from time to time;
(dd) "Performance-Based Award" means, collectively or as applicable, Performance Share Units, Restricted Share Units and Deferred Share Units;
(ee) "Performance Criteria" means criteria established by the Board which, without limitation, may include criteria based on the Participant's personal performance and/or financial performance of the Company and its Subsidiaries, and that are to be used to determine the vesting of Performance Share Units;
(ff) "Performance Cycle" means the applicable performance cycle of the Performance Share Units as may be specified by the Board in the applicable Award Agreement;

(gg) "Performance Share Unit" or "PSU" means a right awarded to a Participant, as compensation for employment or consulting services or services as a Director or Officer, to receive, for no additional cash consideration, securities of the Company upon specified vesting criteria being satisfied, all as provided in Section 5.3 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement, and which may be paid in cash and/or Shares;

(hh) "Person" means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or governmental authority or body;

(ii) "Restriction Period" means the time period between the Grant Date and the Vesting Date of an Award of Restricted Share Units specified by the Board in the applicable Award Agreement, which period shall be no less than 12 months;

(jj) "Restricted Share Unit" or "RSU" means a right awarded to a Participant, as compensation for employment or consulting services or services as a Director or Officer, to receive for no additional cash consideration, securities of the Company upon specified vesting criteria being satisfied, all as provided in Section 5.2 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement, and which may be paid in cash and/or Shares;

(kk) "Retirement" means retirement from active employment with the Company or a Subsidiary with the consent of an officer of the Company or the Subsidiary;

(ll) "Securities Act" means the Securities Act (British Columbia), as amended, from time to time;

(mm) "Security-Based Compensation Arrangement" shall have the meaning ascribed thereto in the rules and policies of the Exchange, or in the event that such term is not defined in the rules and policies of the Exchange, shall mean a stock option plan, including the Option Plan, employee stock purchase plan, long-term incentive plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to one or more full-time employees, officers, Insiders, service providers or Consultants of the Company or a Subsidiary, including a share purchase from treasury by a full-time employee, officer, Insider, service provider or Consultant which is financially assisted by the Company or a Subsidiary by way of loan, guarantee or otherwise;

(nn) "Shares" means the common shares of the Company;

(oo) "Subsidiary" means a corporation, company or partnership that is controlled, directly or indirectly, by the Company;

(pp) "Termination Date" means, as applicable:

(i) in the event of a Participant's Retirement, voluntary termination, voluntary resignation or termination of employment as a result of a Disability, the date on which such Participant ceases to be an employee of the Company or a Subsidiary; and

(ii) in the event of termination of the Participant's employment by the Company or a Subsidiary, the date on which such Participant is advised by the Company or a Subsidiary, in writing or verbally, that his or her services are no longer required;

(qq) "Trading Day" means any day on which the Exchange is open for trading; and

(rr) “Vesting Date” means in respect of any Award, the date when the Award is fully vested in accordance with the provisions of this Plan and the applicable Award Agreement.

SECTION 3

ADMINISTRATION

3.1 Board to Administer Plan

Except as otherwise provided herein, this Plan shall be administered by the Board of the Company (and, for clarity, not by the Board of any subsidiary of the Company) and the Board of the Company shall have full authority to administer this Plan, including the authority to interpret and construe any provision of this Plan and to adopt, amend and rescind such rules and regulations for administering this Plan as the Board of the Company may deem necessary in order to comply with the requirements of this Plan.

3.2 Delegation to Committee

All of the powers exercisable hereunder by the Board may, to the extent permitted by applicable law and as determined by resolution of the Board, be delegated to and exercised by such committee as the Board may determine.

3.3 Interpretation

All actions taken and all interpretations and determinations made or approved by the Board in good faith shall be final and conclusive and shall be binding on the Participants and the Company.

3.4 No Liability

No Director shall be personally liable for any action taken or determination or interpretation made or approved in good faith in connection with this Plan and the Directors shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made. The appropriate officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of this Plan and of the rules and regulations established for

administering this Plan. All costs incurred in connection with this Plan shall be for the account of the Company.

SECTION 4 SHARES AVAILABLE FOR AWARDS

4.1 Limitations on Shares Available for Issuance

(a) The aggregate number of Shares issuable under this Plan (and all of the Company's other Security-Based Compensation Arrangements) in respect of Options shall not exceed 10% of the Company's then total issued and outstanding Shares calculated as at the date of any grant and in accordance with the Policies of the Exchange.

(b) The aggregate number of Shares issuable under this Plan (and all of the Company's other Security-Based Compensation Arrangements) in respect of Performance-Based Awards shall be equal to:

(i) approximately 15,502,123 Shares, being 10% of the issued and outstanding of the Company after completion of its reverse takeover transaction (the "RTO") with Innolink Network Ltd. ("Innolink"), subject to completion of the RTO with Innolink; or

(ii) 3,027,124 Shares, being 10% of the issued and outstanding of the Company if the RTO with Innolink is not completed.

(i) unless the Company has obtained disinterested shareholder approval, the maximum aggregate number of Shares issuable to any Participant under this Plan, within any 12 month period, together with Shares reserved for issuance to such Participant (and to Companies wholly-owned by that Participant) under all of the Company's other Security-Based Compensation Arrangements, shall not exceed five (5%) percent of the issued and outstanding Shares (calculated as at the date of any grant);

(ii) unless the Company has obtained disinterested shareholder approval, the maximum aggregate number of Shares issuable to Insiders under this Plan, within any 12 month period, together with Shares reserved for issuance to Insiders under all of the Company's other Security-Based Compensation Arrangements, shall not exceed ten (10%) percent of the issued and outstanding Shares (calculated as at the date of any grant);

(iii) unless the Company has obtained disinterested shareholder approval, the maximum aggregate number of Shares issuable to Insiders under this Plan, at any point in time, together with Shares reserved for issuance to Insiders under all of the Company's other Security-Based Compensation Arrangements, shall not exceed ten (10%) percent of the issued and outstanding Shares; and

(iv) the maximum aggregate number of Shares issuable to any one Consultant, within any 12 month period, together with Shares issuable to such Consultant under all of the Company's other Security-Based Compensation Arrangements, shall not exceed

two (2%) percent of the issued and outstanding Shares (calculated as at the date of any grant); and

(v) the maximum aggregate number of Shares issuable pursuant to grants of Options to all Investor Relation Service Providers performing Investor Relations Activities, within any 12 month period, shall not in aggregate exceed two (2%) percent of the issued and outstanding Shares (calculated as at the date of any grant). For the avoidance of doubt, Persons performing Investor Relations Activities are only eligible to receive Options under this Plan; they are not eligible to receive any Performance-Based Award or other type of securities based compensation under this Plan.

4.2 Accounting for Awards

For purposes of this Section 4:

(a) if an Award is denominated in Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the Grant Date of such Award against the aggregate number of Shares available for granting Awards under this Plan; and

(b) notwithstanding anything herein to the contrary, any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, or are exchanged with the Board's permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for granting Awards under this Plan.

4.3 Anti-Dilution

If the number of outstanding Shares is increased or decreased as a result of a stock split, consolidation or recapitalization and not as a result of the issuance of Shares for additional consideration or by way of stock dividend, the Board may, subject to the prior acceptance of the Exchange in the case of a recapitalization, make appropriate adjustments to the number and price (or other basis upon which an Award is measured) of Options, RSUs, PSUs or DSUs credited to a Participant. Any determinations by the Board as to the required adjustments shall be made in its sole discretion and all such adjustments shall be conclusive and binding for all purposes under this Plan.

SECTION 5 AWARDS

5.1 Options

(a) Eligibility and Participation - Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Options to Eligible Persons. Options granted to an Eligible Person shall be credited, as of the Grant Date, to the Participant's Account. The number of Options to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each Option shall, contingent upon the lapse of any restrictions, represent one (1) Share. The number of Options granted pursuant to an Award shall be specified in the applicable Award Agreement.

(b) Exercise Price - The exercise price of an Option granted under this Plan shall not be less than the Discounted Market Price, provided that if an Option is proposed to be granted by the Company which has just been recalled for trading following a suspension or halt, the

Company must wait at least ten Trading Days since the day on which trading in the Company's securities resumes before setting the exercise price for and granting the Option.

(c) Expiry Date - Each Option shall, unless sooner terminated, expire on a date to be determined by the Board which will not exceed 10 years from the Grant Date.

(d) Different Exercise Periods, Prices and Number - The Board may, in its absolute discretion, upon granting Options under this Plan, specify different time periods following the dates of granting the Options during which the Participant may exercise their Options to purchase Shares and may designate different exercise prices and numbers of Shares in respect of which each Participant may exercise his option during each respective time period.

(e) Vesting - Subject to the discretion of the Board, the Options granted to a Participant under this Plan shall vest as determined by the Board on the Grant Date of such Options. If the Board does not specify a vesting schedule at the Grant Date, then Options granted to persons other than those conducting Investor Relations Activities shall vest fully on the Grant Date, and in any event in accordance with the policies of the Exchange. Options issued to Persons conducting Investor Relations Activities must vest (and shall not otherwise be exercisable) in stages over a minimum of 12 months such that:

(i) no more than 1/4 of the Options vest no sooner than three months after the Grant Date;

(ii) no more than another 1/4 of the Options vest no sooner than six months after the Grant Date;

(iii) no more than another 1/4 of the Options vest no sooner than nine months after the Grant Date; and

(iv) the remainder of the Options vest no sooner than 12 months after the Grant Date.

(f) Change of Control - If the Award Agreement so provides, in the event of a Change of Control, all Options granted to a Participant who ceases to be an Eligible Person shall become fully vested in such Participant and shall become exercisable by the Participant in accordance with the terms of the Award Agreement and Section 5.1(l) hereof. If the Participant provides Investor Relations Activities, no acceleration of the vesting of any Options shall be permitted without prior Exchange review and acceptance.

(g) Death - Other than as may be set forth in the applicable Award Agreement, upon the death of a Participant, any Options granted to such Participant which, prior to the Participant's death, have not vested, will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect; and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any Options granted to such Participant which, prior to the Participant's death, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant's estate in accordance with Section 5.1(l) thereof.

(h) Termination of Participant's Relationship with the Company

(i) Where a Participant's relationship with the Company is terminated by the Company or a Subsidiary for cause, all Options granted to the Participant under this Plan will

immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date.

(ii) Where a Participant’s relationship with the Company terminates by reason of termination by the Company or a Subsidiary without cause, by voluntary termination, voluntary resignation or due to Retirement by the Participant, such that the Participant no longer qualifies as an Eligible Person, all Options granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date; provided, however, that any Options granted to such Participant which, prior to the Participant’s termination without cause, voluntary termination, voluntary resignation or Retirement, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Section 5.1(l) hereof and shall be exercisable by such Participant for a period of 90 days following the date the Participant ceased to be an Eligible Person, or such longer period as may be provided for in the Award Agreement or as may be determined by the Board provided such period does not exceed 12 months after the Termination Date.

(iii) Upon termination of a Participant’s relationship with the Company or a Subsidiary such that the Participant no longer qualifies as an Eligible Person, the Participant’s eligibility to receive further grants of Awards of Options under this Plan shall cease as of the Termination Date.

(i) Disability - Where a Participant becomes afflicted by a Disability, all Options granted to the Participant under this Plan will continue to vest in accordance with the terms of such Options; provided, however, that no Options may be redeemed during a leave of absence. Where a Participant’s relationship is terminated due to Disability such that the Participant ceases to be an Eligible Person, all Options granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date; provided, however, that any Options granted to such Participant which, prior to the termination of the Participant’s relationship with the Company due to Disability, had vested pursuant to terms of the applicable Award Agreement, will accrue to the Participant in accordance with Section 5.1(l) hereof and shall be exercisable by such Participant for a period of 90 days following the date the Termination Date, or such longer period as may be provided for in the Award Agreement or as may be determined by the Board.

(j) Hold Period - In addition to any resale restrictions under applicable legislation or regulation, all Options granted hereunder and all Shares issued on the exercise of such Options will, if applicable under the policies of the Exchange, be subject to a four month TSX Venture Exchange hold period from the date the options are granted, and the stock option agreements and the certificates representing such Shares will bear the following legend:

> “Without prior written approval of the Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture

Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert date]."

(k) Notice - Options shall be exercised only in accordance with the terms and conditions of the Award Agreements under which they are respectively granted and shall be exercisable only by notice in writing to the Company at its principal place of business.

(l) Payment of Award - Subject to any vesting or other limitations described in each individual Award Agreement, Options may be exercised in whole or in part at any time prior to their lapse or termination, by the Participant, or if Section 5.1(g) applies, by the Participant’s estate within one year of the death of the Participant, into such number of Shares equal to the number of Options credited to the Participant’s Account that become exercisable on the Vesting Date. The exercise price of all Options must be paid in cash. Shares purchased by a Participant on exercise of an Option shall be paid for in full at the time of their purchase (i.e. concurrently with the giving of the requisite notice).

5.2 Restricted Share Units

(a) Eligibility and Participation - Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Restricted Share Units to Eligible Persons that do not perform Investor Relations Activities. Restricted Share Units granted to a Participant shall be credited, as of the Grant Date, to the Participant’s Account. The number of Restricted Share Units to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each Restricted Share Unit shall, contingent upon the lapse of any restrictions, represent one (1) Share. The number of Restricted Share Units granted pursuant to an Award and the Restriction Period in respect of such Restricted Share Units shall be specified in the applicable Award Agreement.

(b) Restrictions - Restricted Share Units shall be subject to such restrictions as the Board, in its sole discretion, may establish in the applicable Award Agreement, which restrictions may lapse separately or in combination at such time or times and on such terms, conditions and satisfaction of objectives as the Board may, in its discretion, determine at the time an Award is granted.

(c) Vesting - All Restricted Share Units will vest and become payable by the issuance of Shares at the end of the Restriction Period if all applicable restrictions have lapsed, as such restrictions may be specified in the Award Agreement. No Restricted Share Units may vest before the date that is one year following the date of the Award.

(d) Change of Control – If the Award Agreement so provides, in the event of a Change of Control and the Participant ceases to be an Eligible Person, all restrictions upon any Restricted Share Units shall lapse immediately and all such Restricted Share Units shall become fully vested in the Participant and will accrue to the Participant in accordance with Section 5.2(h) thereof.

(e) Death - Other than as may be set forth in the applicable Award Agreement, upon the death of a Participant, any Restricted Share Units granted to such Participant which, prior to the Participant’s death, have not vested, will be immediately and automatically forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any Restricted Share Units granted to such Participant which, prior to the Participant’s death,

had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant's estate in accordance with Section 5.2(h) hereof.

(f) Termination of a Participant's Relationship with the Company

(i) Where a Participant's relationship with the Company is terminated by the Company or a Subsidiary for cause, all Restricted Share Units granted to the Participant under this Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date.

(ii) Where a Participant's relationship with the Company terminates by reason of termination by the Company or a Subsidiary without cause, by voluntary termination, voluntary resignation or due to Retirement by the Participant, all Restricted Share Units granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date and the Participant shall have no right, title or interest therein whatsoever; provided, however, that any Restricted Share Units granted to such Participant which, prior to the Participant's termination without cause, voluntary termination, voluntary resignation or Retirement, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Section 5.2(h) thereof.

(iii) Upon termination of a Participant's relationship with the Company or a Subsidiary such that the Participant no longer qualifies as an Eligible Person, the Participant's eligibility to receive further grants of Awards of Restricted Share Units under this Plan shall cease as of the Termination Date.

(g) Disability - Where a Participant becomes afflicted by a Disability, all Restricted Share Units granted to the Participant under this Plan will continue to vest in accordance with the terms of such Restricted Share Units; provided, however, that no Restricted Share Units may be redeemed during a leave of absence. Where a Participant's relationship is terminated due to Disability such that the Participant ceases to be an Eligible Person, all Restricted Share Units granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date and the Participant shall have no right, title or interest therein whatsoever; provided, however, that any Restricted Share Units granted to such Participant which, prior to the Participant's termination due to Disability, had vested pursuant to terms of the applicable Award Agreement will accrue to the Participant in accordance with Section 5.2(h) thereof.

(h) Payment of Award - As soon as practicable after each Vesting Date of an Award of Restricted Share Units, the Company shall, at the sole discretion of the Board, either:

(i) issue to the Participant, or if Section 5.2(e) applies, to the Participant's estate, from treasury the number of Shares equal to the number of Restricted Share Units credited to the Participant's Account that have vested and become payable on the Vesting Date; or

(ii) make a cash payment in an amount equal to the Market Unit Price on the next Trading Day after the Vesting Date of the Restricted Share Units credited to a Participant's Account that have vested and become payable, net of applicable withholdings.

As of the Vesting Date, the Restricted Share Units in respect of which such Shares are issued or cash payment made shall be cancelled and no further payments shall be made to the Participant under this Plan in relation to such Restricted Share Units.

5.3 Performance Share Units

(a) Eligibility and Participation - Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Performance Share Units to Eligible Persons that do not perform Investor Relations Activities. Performance Share Units granted to a Participant shall be credited, as of the Grant Date, to the Participant's Account. The number of Performance Share Units to be credited to each Participant shall be determined by the Board, in its sole discretion, in accordance with this Plan. Each Performance Share Unit shall, contingent upon the attainment of the Performance Criteria within the Performance Cycle, represent one (1) Share. The number of Performance Share Units granted pursuant to an Award, the Performance Criteria which must be satisfied in order for the Performance Share Units to vest and the Performance Cycle in respect of such Performance Share Units shall be specified in the applicable Award Agreement. No Performance Share Units may vest before the date that is one year following the date of the Award.

(b) Performance Criteria - The Board will select, settle and determine the Performance Criteria (including without limitation the attainment thereof), for purposes of the vesting of the Performance Share Units, in its sole discretion. An Award Agreement may provide the Board with the right, during a Performance Cycle or after it has ended, to revise the Performance Criteria and the Award amounts if unforeseen events (including, without limitation, changes in capitalization, an equity restructuring, an acquisition or a divestiture) occur which have a substantial effect on the financial results and which in the sole judgment of the Board make the application of the Performance Criteria unfair unless a revision is made. Notices will be provided by the Company to applicable regulatory authorities or stock exchanges as may be required with respect to the foregoing.

(c) Vesting - All Performance Share Units will vest and become payable to the extent that the Performance Criteria set forth in the Award Agreement are satisfied in the Performance Cycle, the determination of which satisfaction shall be made by the Board on the Determination Date. No Performance Share Units may vest before the date that is one year following the date of the Award.

(d) Change of Control - If the Award Agreement so provides, in the event of a Change of Control and the Participant ceases to be an Eligible Person, all Performance Share Units granted to a Participant shall become fully vested in such Participant (without regard to the attainment of any Performance Criteria) and shall become payable to the Participant in accordance with Section 5.3(h) thereof.

(e) Death - Other than as may be set forth in the applicable Award Agreement and below, upon the death of a Participant, all Performance Share Units granted to the Participant which, prior to the Participant's death, have not vested, will immediately and automatically be forfeited

and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever; provided, however, the Board may determine, in its sole discretion, the number of the Participant's Performance Share Units that will vest based on the extent to which the applicable Performance Criteria set forth in the Award Agreement have been satisfied in that portion of the Performance Cycle that has lapsed. The Performance Share Units that the Board determines to have vested shall become payable in accordance with Section 5.3(h) thereof.

(f) Termination of a Participant's Relationship with the Company

(i) Where a Participant's relationship with the Company is terminated by the Company or a Subsidiary for cause, all Performance Share Units granted to the Participant under this Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date.

(ii) Where a Participant's relationship with the Company terminates by reason of termination by the Company or a Subsidiary without cause, by voluntary termination, voluntary resignation or due to Retirement by the Participant, all Performance Share Units granted to the Participant which have not vested will, unless the Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date, and the Participant shall have no right, title or interest therein whatsoever; provided, however, the Board may determine, in its sole discretion, the number of the Participant's Performance Share Units that will vest based on the extent to which the applicable Performance Criteria set forth in the Award Agreement have been satisfied in that portion of the Performance Cycle that has lapsed. The Performance Share Units that the Board determines to have vested shall become payable in accordance with Section 5.3(h) thereof.

(iii) Upon termination of a Participant's relationship with the Company or a Subsidiary such that the Participant no longer qualifies as an Eligible Person, the Participant's eligibility to receive further grants of Awards of Performance Share Units under this Plan shall cease as of the Termination Date.

(g) Disability - Where a Participant becomes afflicted by a Disability, all Performance Share Units granted to the Participant under this Plan will continue to vest in accordance with the terms of such Performance Share Units; provided, however, that no Performance Share Units may be redeemed during a leave of absence. Where a Participant's relationship is terminated due to Disability such that the Participant ceases to be an Eligible Person, all Performance Share Units granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date, and the Participant shall have no right, title or interest therein whatsoever; provided, however, that the Board may determine, in its sole discretion, the number of the Participant's Performance Share Units that will vest based on the extent to which the applicable Performance Criteria set forth in the Award Agreement have been satisfied in that portion of the Performance Cycle that has lapsed. The Performance Share Units that the Board determines to have vested shall become payable in accordance with Section 5.3(h) thereof.

(h) Payment of Award - Payment to Participants in respect of vested Performance Share Units shall be made after the Determination Date for the applicable Award and in any case within ninety-five (95) days after the last day of the Performance Cycle to which such Award relates. The Company shall, at the sole discretion of the Board, either:

(i) issue to the Participant or if Section 5.3(e) applies, to the Participant's estate, the number of Shares equal to the number of Performance Share Units credited to the Participant's Account that have vested on the Determination Date; or
(ii) make a cash payment in an amount equal to the Market Unit Price on the next Trading Day after the Determination Date of the Performance Share Units credited to a Participant's Account that have vested, net of applicable withholdings.

As of the Vesting Date, the Performance Share Units in respect of which such Shares are issued or cash payment made shall be cancelled and no further payments shall be made to the Participant under this Plan in relation to such Performance Share Units.

5.4 Deferred Share Units

(a) Eligibility and Participation - Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Deferred Share Units to Directors that do not perform Investor Relations Activities in lieu of Fees or to other Eligible Persons that do not perform Investor Relations Activities as compensation for employment or consulting services. Deferred Share Units granted to a Participant in accordance with Section 5.4 hereof shall be credited, as of the Grant Date, to the Participant's Account. The number of Deferred Share Units to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. The number of Deferred Share Units shall be specified in the applicable Award Agreement.

(b) Election - Each Director may elect to receive any or all of his or her Fees in Deferred Share Units under this Plan. Elections by Directors regarding the amount of their Fees that they wish to receive in Deferred Share Units shall be made no later than 90 days after this Plan is adopted by the Board, and thereafter no later than December 31 of any given year with respect to Fees for the following year. Any Director who becomes a Director during a calendar year and wishes to receive an amount of his or her Fees for the remainder of that year in Deferred Share Units must make his or her election within 60 days of becoming a Director.

(c) Calculation of Deferred Share Units Granted in Lieu of Fees - The number of Deferred Share Units to be credited to a Participant's Account where the Participant is a Director who has elected to receive Deferred Share Units in lieu of Fees shall be calculated by dividing the amount of Fees selected by a Director in the applicable Election Form by the Market Unit Price on the Grant Date (or such other price as required under Exchange policies) which shall be the 10th business day following each financial quarter end. If, as a result of the foregoing calculation, a Participant that is a Director shall become entitled to a fractional Deferred Share Unit, the Participant shall only be credited with a full number of Deferred Share Units (rounded down) and no payment or other adjustment will be made with respect to the fractional Deferred Share Unit.

(d) Vesting - No Deferred Share Units may vest before the date that is one year following the date of the Award.

(e) Payment of Award - Each Participant shall be entitled to receive, after the effective date that the Participant ceases to be an Eligible Person for any reason, on a day designated by the Participant and communicated to the Company by the Participant in writing at least 15 days prior to the designated day (or such earlier date after the Participant ceases to be an Eligible Person as the Participant and the Company may agree, which date shall be no later than one year after the date upon which the Participant ceases to be an Eligible Person) and if no such notice is given, then on the first anniversary of the effective date that the Participant ceases to be an Eligible Person, at the sole discretion of the Board, either:

(i) that number of Shares equal to the number of vested Deferred Share Units credited to the Participant’s Account, such Shares to be issued from treasury of the Company (provided that such issuance will not result in the number specified in Section 4.1(b) being exceeded); or

(ii) a cash payment in an amount equal to the Market Unit Price on the next Trading Day after the Participant ceases to be an Eligible Person of the vested Deferred Share Units credited to a Participant’s Account, net of applicable withholdings.

(f) Exception - In the event that the value of a Deferred Share Unit would be determined with reference to a period commencing at a fiscal quarter-end of the Company and ending prior to the public disclosure of interim financial statements for the quarter (or annual financial statements in the case of the fourth quarter), the cash payment of the value of the Deferred Share Units will be made to the Participant with reference to the five (5) Trading Days immediately following the public disclosure of the interim financial statements for that quarter (or annual financial statements in the case of the fourth quarter).

(g) Death - Upon death of a Participant holding Deferred Share Units that have vested, the Participant’s estate shall be entitled to receive, within 120 days after the Participant’s death and at the sole discretion of the Board, a cash payment or Shares that would have otherwise been payable in accordance with Section 5.4(e) hereof to the Participant upon such Participant ceasing to be an Eligible Person.

5.5 General Terms Applicable to Awards

(a) Forfeiture Events - The Board will specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of a relationship for cause, violation of material Company policies, fraud, breach of non-competition, confidentiality or other restrictive covenants that may apply to the Participant or other conduct by the Participant that is detrimental to the business or reputation of the Company.

(b) Awards May be Granted Separately or Together - Awards may, in the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other Security-Based Compensation Arrangement of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other Security-Based Compensation

Arrangement of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(c) Non-Transferability of Awards - No Award and no right under any such Award shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution and only then if permitted by the Policies of the Exchange. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company.

(d) Conditions and Restrictions Upon Securities Subject to Awards - The Board may provide that the Shares issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Board in its sole discretion may specify, including without limitation, conditions on vesting or transferability and forfeiture or repurchase provisions or provisions on payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including without limitation:

(i) restrictions under an insider trading policy or pursuant to applicable law;

(ii) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other Security-Based Compensation Arrangements; and

(iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

(e) Blackout Periods - In the event that the date provided for expiration, redemption or settlement of an Award falls within a Blackout Period imposed by the Company pursuant to a trading policy as the result of the bona fide existence of undisclosed Material Information, the expiry date, redemption date or settlement date, as applicable, of the Award shall automatically be extended to the date that is ten (10) business days following the date of expiry of the Blackout Period. Notwithstanding the foregoing, there will be no extension of any Award if the Company (or the Participant) is subject to a cease trade order (or similar order under applicable law).

(f) Share Certificates - All Shares delivered under this Plan pursuant to any Award shall be subject to such stop transfer orders and other restrictions as the Board may deem advisable under this Plan or the rules, regulations, and other requirements of any securities commission, the Exchange, and any applicable securities legislation, regulations, rules, policies or orders, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(g) Conformity to Plan - In the event that an Award is granted which does not conform in all particulars with the provisions of this Plan, or purports to grant an Award on terms different from those set out in this Plan, the Award shall not be in any way void or invalidated, but the Award shall be adjusted to become, in all respects, in conformity with this Plan.

(h) Deductions - Whenever cash is to be paid in respect of Deferred Share Units, Restricted Share Units or Performance Share Units, the Company shall have the right to deduct from all cash payments made to a Participant any taxes required by law to be withheld with respect to

such payments. Whenever Shares are to be delivered in respect of Deferred Share Units, Restricted Share Units or Performance Share Units, the Company shall have the right to deduct from any other amounts payable to the Participant any taxes required by law to be withheld with respect to such delivery of Shares, or if any payment due to the Participant is not sufficient to satisfy the withholding obligation, to require the Participant to remit to the Company in cash an amount sufficient to satisfy any taxes required by law to be withheld. At the sole discretion of the Board, a Participant may be permitted to satisfy the foregoing requirement by, all in accordance with the Policies of the Exchange, delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or a portion of the Shares and deliver to the Company from the sales proceeds an amount sufficient to pay the required withholding taxes.

(i) Evergreen Plan - Shares that were the subject of any Award made under this Plan that has been settled in cash, or that has been cancelled, terminated, surrendered, forfeited or has expired without being exercised, and pursuant to which no securities have been issued, may continue to be issuable under this Plan.

5.6 General Terms Applicable to Performance-Based Awards

(a) Performance Evaluation; Adjustment of Goals - At the time that a Performance-Based Award is first issued, the Board, in the Award Agreement or in another written document, shall specify whether performance will be evaluated including or excluding the effect of any of the following events that occur during the Performance Cycle or Restriction Period, as the case may be:

(i) judgments entered or settlements reached in litigation;
(ii) the write-down of assets;
(iii) the impact of any reorganization or restructuring;
(iv) the impact of changes in tax laws, accounting principles, regulatory actions or other laws affecting reported results;
(v) extraordinary non-recurring items as may be described in the Company's management's discussion and analysis of financial condition and results of operations for the applicable financial year;
(vi) the impact of any mergers, acquisitions, spin-offs or other divestitures; and
(vii) foreign exchange gains and losses.

(b) Adjustment of Performance-Based Awards - The Board shall have the sole discretion to adjust the determinations of the degree of attainment of the pre-established Performance Criteria or restrictions, as the case may be, as may be set out in the applicable Award Agreement governing the relevant Performance-Based Award. Notwithstanding any provision herein to the contrary, the Board may not make any adjustment or take any other action with respect to any Performance-Based Award that will increase the amount payable under any such Award. The Board shall retain the sole discretion to adjust Performance-Based Awards downward or to otherwise reduce the amount payable with respect to any Performance-Based Award.

SECTION 6
AMENDMENT AND TERMINATION

6.1 Amendments and Termination of this Plan

The Board may at any time or from time to time, in its sole and absolute discretion and without the approval of shareholders of the Company, amend, suspend, terminate or discontinue this Plan and may amend the terms and conditions of any Awards granted hereunder, subject to:

(a) any required disinterested shareholder approval to (i) reduce the exercise price of an Award issued to an Insider or (ii) to extend the term of an Option granted to an Insider, in either event in accordance with the policies of the Exchange while the Shares are listed on the Exchange;

(b) any required approval of any applicable regulatory authority or the Exchange; and

(c) any approval of shareholders of the Company as required by the rules of the Exchange or applicable law, provided that shareholder approval shall not be required for the following amendments and the Board may make any changes which may include but are not limited to (except that the Exchange may require approval of the shareholders of the Company for amendments pursuant to Sections 6.1(c)(iii) to (vii)):

(i) amendments of a "housekeeping nature";

(ii) amendments for the purpose of curing any ambiguity, error or omission in this Plan or to correct or supplement any provision of this Plan that is inconsistent with any other provision of this Plan;

(iii) amendments which are necessary to comply with applicable law or the requirements of the Exchange;

(iv) amendments respecting administration and eligibility for participation under this Plan;

(v) amendments to the terms and conditions on which Awards may be or have been granted pursuant to this Plan including amendments to the vesting provisions and terms of any Awards;

(vi) with the exception of Options granted to Persons performing Investor Relations Activities, amendments which alter, extend or accelerate the terms of vesting applicable to any Awards; and

(vii) changes to the termination provisions of an Award or this Plan which do not entail an extension beyond the original fixed term.

If this Plan is terminated, prior Awards shall remain outstanding and in effect in accordance with their applicable terms and conditions.

6.2 Amendments to Awards

The Board may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any Awards theretofore granted, prospectively or retroactively. No such

amendment or alteration shall be made which would impair the rights of any Participant, without such Participant's consent, under any Award thereto granted, provided that no such consent shall be required with respect to any amendment or alteration if the Board determines in its sole discretion that such amendment or alteration either:

(a) is required or advisable in order for the Company, this Plan or the Award to satisfy or conform to any law or regulation or to meet the requirements of Policy of the Exchange or any accounting standard; or
(b) is not reasonably likely to significantly diminish the benefits provided under such Award.

SECTION 7

GENERAL PROVISIONS

7.1 No Rights to Awards

No Person shall have any claim to be granted any Award under this Plan, or, having been selected to receive an Award under this Plan, to be selected to receive a future Award. There is no obligation for uniformity of treatment of Eligible Persons or Participants or beneficiaries of Awards under this Plan. The terms and conditions of Awards need not be the same with respect to each Participant. The Company and each Eligible Person qualifying for an Award are and shall be responsible for ensuring and confirming that each recipient of an Award is a bona fide Eligible Person that qualifies to receive the applicable Award.

7.2 Withholding

The Company shall be authorized to withhold any payment due under any Award or under this Plan until the Participant has paid or made arrangements for the payment of the amount of any withholding taxes due in respect of an Award, its exercise, or any payment under such Award or under this Plan.

7.3 No Limit on Other Security-Based Compensation Arrangements

Nothing contained in this Plan shall prevent the Company or a Subsidiary from adopting or continuing in effect other Security-Based Compensation Arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

7.4 No Right to Employment

The grant of an Award shall neither constitute an employment contract nor be construed as giving a Participant the right to be retained in the employ of the Company, or to any other relationship with the Company. Further, the Company may at any time dismiss a Participant, free from any liability, or any claim under this Plan, unless otherwise expressly provided in this Plan or in an applicable Award Agreement.

7.5 No Right as Shareholder

Neither the Participant nor any representatives of a Participant's estate shall have any rights whatsoever as shareholders in respect of any Shares covered by such Participant's Options, RSUs,

PSUs and/or DSUs until the date of issuance of a share certificate to such Participant or representatives of a Participant’s estate for such Shares.

7.6 Governing Law

This Plan and all of the rights and obligations arising hereunder shall be interpreted and applied in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

7.7 Severability

If any provision of this Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify this Plan or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of this Plan and any such Award shall remain in full force and effect.

7.8 No Trust or Fund Created

Neither this Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company.

7.9 No Fractional Shares

No fractional Shares shall be issued or delivered pursuant to this Plan or any Award, and the Board shall determine whether cash, or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated.

7.10 Headings

Headings are given to the Sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

7.11 No Representation or Warranty

The Company makes no representation or warranty as to the value of any Award granted pursuant to this Plan or as to the future value of any Shares issued pursuant to any Award.

7.12 No Representations or Covenant with Respect to Tax Qualification

Although the Company may, in its discretion, endeavor to (i) qualify an Award for favourable Canadian tax treatment or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax

treatment. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under this Plan.

7.13 Conflict with Award Agreement

In the event of any inconsistency or conflict between the Policies of the Exchange, this Plan and an Award Agreement, the Policies of the Exchange shall govern for all purposes. In the event of any inconsistency or conflict between the provisions of this Plan and an Award Agreement, the provisions of this Plan shall govern for all purposes.

7.14 Compliance with Laws

The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, as well as the Policies of the Exchange as in effect from time-to-time, and to such approvals by any governmental agencies or stock exchanges on which the Company is listed as may be required. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:

(a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
(b) completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective.

The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

SECTION 8

EFFECTIVE DATE OF THIS PLAN

8.1 Effective Date

This Plan shall become effective upon the date (the "Effective Date") of approval by the Board.

SECTION 9

TERM OF THIS PLAN

9.1 Term

This Plan shall terminate automatically 10 years after the Effective Date and may be terminated on any earlier date as provided in Section 6 hereof.

88 -

CERTIFICATE OF THE ISSUER

The foregoing constitutes full, true, and plain disclosure of all material facts relating to the securities of Astron assuming completion of the Transaction.

DATED as of May 14, 2026.

ASTRON CONNECT INC.

"S. Randall Smallbone"
S. Randall Smallbone
CEO and Director

"(Iris) Hong Duan"
(Iris) Hong Duan
Interim CFO

On Behalf of the Board of Astron Connect Inc.

"S. Randall Smallbone"
S. Randall Smallbone
CEO and Director

"(Iris) Hong Duan"
(Iris) Hong Duan
Interim CFO and Director

"Herrick Lau"
Herrick Lau
Director

"We i Kang"
Wei Kang
Director

89 -

CERTIFICATE OF THE TARGET

The foregoing, as it relates to Innolink, constitutes full, true, and plain disclosure of all material facts relating to the securities of Innolink.

DATED as of May 14, 2026.

INNOLINK NETWORK LTD.

"Qi Zhang"
Qi Zhang
Director

On Behalf of the Board of Innolink Network Ltd.

"Qi Zhang"
Qi Zhang

90 -

ACKNOWLEDGMENT – PERSONAL INFORMATION

"Personal Information" means any information about an identifiable individual, and includes information contained in any items in the attached filing statement that are analogous to Items 4.2, 11, 13.1, 16, 18.2, 19.2, 24, 25, 27, 32.3, 33, 34, 35, 36, 37, 38, 39, 41 and 42 of Exchange Form 3D1/3D2, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to Exchange Form 3D1/3D2; and

(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

DATED as of May 14, 2026.

ASTRON CONNECT INC.

"S. Randall Smallbone"

S. Randall Smallbone

CEO and Director

AI assistant

Astron Connect — M&A Activity 2026

47465_rns_2026-05-20_597abddb-e100-47a5-bbd4-4f3b2b97f2e5.pdf

TABLE OF CONTENTS

INFORMATION CONCERNING INNOLINK NETWORK LTD. - 47 -

INFORMATION CONCERNING THE RESULTING ISSUER - 59 -

GLOSSARY OF TERMS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

INFORMATION OF ASTRON CONNECT INC.

INFORMATION OF INNOLINK NETWORK LTD.

DOCUMENTS INCORPORATED BY REFERENCE

DATE OF INFORMATION

CURRENCY

SUMMARY

Astron Connect Inc.

Innolink Network Inc.

The Transaction

Concurrent Financing

Directors and Officers of the Resulting Issuer

Arm's Length Transaction

Interests of Insiders

Estimated Funds Available

Principal Purposes

Selected Pro-Forma Consolidated Financial Information

Stock Exchange Listing

Sponsorship for the Transaction

Conflicts of Interest

Interests of Experts

Summary of Risk Factors

Conditional Listing Approval

RISK FACTORS

Risk Factors Relating to the Transaction

Astron has not verified the reliability of the information regarding Innolink included in, or which may have been omitted from, this Filing Statement

Dilution

Halt in trading of Astron Shares

Risk Factors Relating to the Resulting Issuer's Operations

Technology and Operations Riks

Financial and Capital Intensity Risks

Market and Competitive Risks

Legal, Regulatory and Compliance Risks

Team and Execution Risks

Macroeconomic and Ecosystem Risks

History of net losses

Ability to generate profits

Dependence on personnel

Conflicts of interest

The requirements of being a public company may strain the Resulting Issuer's resources, divert management's attention and affect its ability to attract and retain executive management and qualified board members

Litigation

Management of growth

Internal controls

Need for additional financing

The market price of the Resulting Issuer Shares may decline due to the large number of outstanding common shares eligible for future sale

No dividends

Tax considerations applicable to an investment in the Resulting Issuer Shares

Risk Factors Relating to the General Economic, Political and Environmental Conditions

Share price fluctuations

Limited market for securities

INFORMATION CONCERNING ASTRON CONNECT INC.

Corporate Structure

Name and Incorporation

Intercorporate Relationships

General Development of the Business

History

General Overview

The Transaction

Description of the Transaction

Concurrent Financing

Selected Consolidated Financial Information and Management’s Discussion and Analysis

Summary Financial Information

Management’s Discussion and Analysis

Description of the Securities

Astron Shares

Astron Option Plan and Astron Options

Purpose

Shares Subject to the Astron Option Plan

Participation Limits

Administration of the Astron Option Plan

Eligible Persons under the Astron Option Plan

Types of Awards

Astron Options

Astron Connect M&A Activity 2026