Lite Access closes acquisition, changes name to Ironman

Executive Summary

• Lite Access Technologies Inc. has completed the acquisition of 1097195 B.C. Ltd. and Ironman Directional Drilling U.S. Inc. (U.S. Holdco), concurrently changing its name to Ironman International Ltd.
• The transaction consideration consists of approximately 85.4 million common shares, $6 million in cash, and a $14 million working capital adjustment, all payable in installments over 60 months.
• Mike Irmen becomes the new CEO, and the company's shares will trade under the symbol IMI on the TSX Venture Exchange starting October 1, 2025.

Key Details

• Transaction Structure: Acquisition of 1097195 B.C. Ltd. and Ironman Directional Drilling U.S. Inc. pursuant to a definitive share exchange agreement dated Dec. 7, 2024, as amended.
• Share Consideration: Issuance of an aggregate of 85,392,538 common shares to Ironman shareholders.
  • 38,426,642 shares to Michael Irmen.
  • 283,158 shares to Denise Irmen.
  • 38,143,484 shares to 599837 B.C. Ltd. (controlled by Michael and Denise Irmen).
  • 8,539,254 shares to Bob Scott.
• Cash Consideration: Aggregate payment of $6 million to Ironman shareholders, payable in equal annual installments of $1.2 million commencing 12 months from closing.
• Working Capital Adjustment: Approximately $14 million payable in equal annual installments commencing 12 months from closing.
  • Interest accrues at 8% per annum, compounded monthly, on the working capital adjustment payments.
• Security: The company entered into guarantees, general security agreements, and share pledge agreements in favor of the Ironman shareholders to secure the cash and working capital payments.
• Lock-up Agreement:
  • 10% of consideration shares released upon closing.
  • 15% released every six months thereafter.
• Management Changes:
  • Mike Irmen appointed as CEO.
  • New directors appointed: Bob Scott, Jason Earl, and Calvin Irmen.
  • Mark Tommasi (CEO) and Alex McAulay (Director) resigned.
  • Linda Han remains CFO.
• Shareholder Approval: Approved by shareholders on Sept. 5, 2025, pursuant to Multilateral Instrument 61-101.
• Early Warning Disclosure: Mike Irmen’s ownership increased from 0.92% (non-diluted) to 46.12% (non-diluted) post-acquisition.
• Trading Information: Common shares will commence trading on the TSX Venture Exchange under the symbol IMI on Oct. 1, 2025.
• New Corporate Identity:
  • Name changed to Ironman International Ltd.
  • New CUSIP: 462923 10 3.
  • New ISIN: CA 462923 10 3 2.
• Target Business: Ironman Directional Drilling, established in 1999, provides horizontal directional drilling services for telecom, electrical, water/sewer, oil/gas, and geothermal sectors in Western Canada.

Notable Quotes

• None explicitly quoted in the text; however, the release details the operational scope of Ironman Directional Drilling as a "recognized leader in the trenchless industry offering 24/7 horizontal directional drilling services."