Lite Access Completes Acquisition of Ironman

Executive Summary
- Lite Access Technologies Inc. completed its acquisition of Ironman Directional Drilling and related entities, issuing 85,392,538 shares and paying $6 M cash plus a $14 M working‑capital adjustment over five years.
- Concurrently the company renamed itself Ironman International Ltd., changed its ticker to “IMI” (effective Oct 1, 2025), and appointed Mike Irmen as CEO with three new directors.
- The transaction is a related‑party deal under MI 61‑101; shareholders approved it on Sep 5, 2025.
Key Details
- Consideration:
- 85,392,538 common shares issued to Ironman shareholders (subject to lock‑up: 10% released at closing, then 15% every six months).
- $6,000,000 cash payable in five equal annual installments of $1.2 M starting 12 months after closing.
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Working‑capital adjustment of ~ $14,000,000 payable in five equal annual installments (interest at 8% per annum, compounded monthly).
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Share Allocation from Restructuring Transaction:
- Michael Irmen – 38,426,642 shares
- Denise Irmen – 283,158 shares
- 599837 B.C. Ltd. (controlled by Michael & Denise Irmen) – 38,143,484 shares
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Bob Scott – 8,539,254 shares
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Security for Payments: Guarantees, general security agreements and share‑pledge agreements were executed in favour of the Ironman shareholders.
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Related‑Party Payments (per Share Exchange Agreement):
- Michael Irmen: 38,426,642 shares; $2,710,990 cash; ≈$1,161,000 working‑capital adjustment.
- Denise Irmen: 283,158 shares; $2,710,990 cash; ≈$532,000 working‑capital adjustment.
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599837 B.C. Ltd.: 38,143,484 shares; ≈$10,907,000 working‑capital adjustment.
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Management & Board Changes (effective closing):
- CEO – Mike Irmen (formerly Ironman shareholder).
- New directors – Bob Scott, Jason Earl, Calvin Irmen.
- Departing executives – Mark Tommasi (CEO) and Alex McAulay (director).
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Remaining board members – Mike Irmen, Bob Scott, David Toyoda, Mark Tommasi, Jason Earl, Calvin Irmen; CFO remains Linda Han.
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Name & Symbol Change:
- New name: Ironman International Ltd.
- New TSX Venture ticker: “IMI” (effective Oct 1, 2025).
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New CUSIP: 462923103; new ISIN: CA4629231032.
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Early Warning Disclosure:
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Pre‑closing, Mike Irmen held ~0.92% (non‑diluted) of shares; post‑closing he holds 46.12% (non‑diluted). No immediate plans to buy or sell additional securities.
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Regulatory Compliance: Transaction approved by shareholders under MI 61‑101 on Sep 5, 2025; disclosed pursuant to NI 62‑103.
Notable Quotes
(No direct quotes were provided in the release.)