Astron Connect Inc. Announces $400,000 Non-Brokered Private Placement

(TheNewswire)

VANCOUVER, British Columbia – TheNewswire - November 1, 2024 -- AstronConnect Inc. (TSX-V:AST) (“Astron” or the “Company”) is pleased to announce anon-brokered private placement offering (the “Offering”) of13,333,333 common shares of the Company (each, a “Share”) at a priceof $0.03 per Share for intended aggregate gross proceeds of upto $400,000.

The aggregate number of Shares to be issued does notexceed 100% of the number of common shares issued and outstanding, ona non-diluted basis.

The gross proceeds from the Offering will be used forgeneral working capital and will not be used for any investorrelations activities. Out of the gross proceeds of the Offering,$40,000 will be used to pay the accrued fees from non-arm’s lengthparties including directors and officers. There is no specific usewhich will represent 10% or more of the gross proceeds of theOffering

The Offering is anticipated to close on or aboutNovember 8, 2024 (the“Closing”), or such earlier or later date as the Company maydetermine at its sole discretion. The Closing is subject to certainconditions including, but not limited to, the receipt of all necessaryregulatory and other approvals, including the approval of the TSXVenture Exchange (the “Exchange”). The Shares to be issued underthe Offering will have a hold period of four (4) months and one dayfrom Closing.

Subject to the approval of the Exchange, certainfinders at arm’s length to the Company (each, a “Finder”) mayreceive from the Company a finder’s fee of cash and/or securities ofthe Company on terms to be negotiated among the Company and theFinders.

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

ABOUT ASTRON CONNECT

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

For more information, pleasecontact:

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

Noticeregardingforward looking statements:

This press release may contain “forward-looking information”within the meaning of applicable Canadian securities legislation. Allstatements, other than statements of historical fact, included hereinmay be forward-looking information. Generally, forward-lookinginformation may be identified by the use of forward-lookingterminology such as “plans” “expects” or “does notexpect”, “proposed”, “is expected”, “estimates”,“forecasts”, “intends”, “anticipates” or “does notanticipate”, or “believes”, or variations of such words andphrases, or by the use of words or phrases which state that certainactions, events or results may, could, would, or might occur or beachieved. This forward-looking information reflects the currentbeliefs of Astron and is based on information currently available toAstron and on assumptions Astron believes are reasonable. Theseassumptions include, but are not limited to, management’sassumptions about receiving TSXV acceptance of the Transaction asconstituting Astron’s “qualifying transaction”.

Forward-looking information is subject to known and unknown risks,uncertainties and other factors that may cause the actual results,level of activity, performance or achievements of Astron to bematerially different from those expressed or implied by suchforward-looking information. Although Astron has attempted to identifyimportant factors that could cause actual results to differ materiallyfrom those contained in forward-looking information, there may beother factors that cause results not to be as anticipated, estimatedor intended. Accordingly, readers should not place undue reliance onforward- looking information as there can be no assurance that theplans, intentions or expectations upon which they are placed willoccur. Such information, although considered reasonable by managementat the time of preparation, may prove to be incorrect and actualresults may differ materially from those anticipated.

Forward-looking statements contained in this press release areexpressly qualified by this cautionary

statement.

The forward-looking statements contained in this press releaserepresent the expectations of Astron as of the date of this pressrelease and, accordingly, are subject to change after such date.However, Astron expressly disclaims any intention or obligation toupdate or revise any forward-looking statements, whether as a resultof new information, future events or otherwise, except as expresslyrequired by applicable securities law.

Investors are cautioned that, exceptas disclosed in the filing statement prepared in connectionwith the Transaction, anyinformation released or received with respect to the Transactionmay not be accurate orcomplete and should not be relied upon. Trading in the securities of acapital pool company should be considered highlyspeculative.

The TSX Venture Exchangehas in no way passed on the merits of the Transactionand has neither approvedor disapproved the contents of this press release.

Neither TSX Venture Exchangenor its Regulation ServicesProvider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility of theadequacy or accuracy of this press release.

Copyright (c) 2024 TheNewswire - All rights reserved.