September 29, 2025 – TheNewswire - Vancouver, British Columbia.  LITE ACCESS TECHNOLOGIES INC. (“Lite Access” or the “Company”) (TSX VENTURE: LTE) (OTC: LTCCF) is pleased to announce that it has completed its acquisition of 1097195 B.C. Ltd. (“Ironman”) and Ironman Directional Drilling US Inc. (“US Holdco”, Ironman and US Holdco collectively, the “Ironman Parties”) pursuant to a definitive share exchange agreement dated December 7, 2024, as amended (“Share Exchange Agreement”), which was previously announced in the news release dated December 30, 2024 (the “Acquisition”).  Concurrent with closing of the Acquisition, the Company changed its name to “Ironman International Ltd.” and the common shares of the Company will commence trading on the TSX Venture Exchange under the symbol “IMI” on October 1, 2025.

 

Terms of the Transaction

 

Pursuant to the Share Exchange Agreement, the Company purchased all of the issued and outstanding shares of the Ironman Parties from the Ironman Shareholders in consideration for:

i) the issuance of an aggregate of 85,392,538 common shares in the capital of the Company (the “Consideration Shares”) to the Ironman Shareholders, which are subject to a lock-up agreement as set forth below; and

 

ii) the payment of an aggregate of $6,000,000 in cash (the “Cash Consideration”) to the Ironman Shareholders, which will be payable in equal installments of $1,200,000 commencing 12 months from the closing date and continuing every 12 months thereafter over a period of 60 months; and

iii) the working capital adjustment payment of approximately $14,000,000 (the “Working Capital Adjustment Payment”), which will also be payable in equal installments commencing 12 months from the closing date and continuing every 12 months thereafter over a period of 60 months.

Prior to closing of the Acquisition, Ironman and the Ironman Shareholders restructured the share ownership and debt of Ironman (the “Restructuring Transaction”).  As a result of the Restructuring Transaction, the Consideration Shares were issued to the following persons: 38,426,642 Consideration Shares to Michael Irmen, 283,158 Consideration Shares to Denise Irmen, 38,143, 484 Consideration Shares to 599837 B.C. Ltd. (a company controlled by Michael Irmen and Denise Irmen) and 8,539,254 Consideration Shares to Bob Scott.

 

As security for the payment of the Cash Consideration and Working Capital Adjustment Payment, the Company entered into guarantees, general security agreements and share pledge agreements in favour of the Ironman Shareholders.  The amounts paid pursuant to the Working Capital Adjustment Payment will be paid together with interest thereon calculated and compounded monthly from the closing date to the date of payment, at the rate of 8% per annum, subject to a maximum interest permitted by law.

On completion of the Acquisition, the Ironman Shareholders entered into a lock up agreement whereby all the Consideration Shares will be subject to restrictions on resale as follow: 10% will be released on closing of the Acquisition and 15% released every six months thereafter.

 

No finder’s fee was paid in connection with the Acquisition.

 

Additional details relating to the Acquisition are set forth in the Company’s information circular dated July 14, 2025 (the “Information Circular”) with respect to the Acquisition and the Company’s news release dated August 21, 2025.

 

Change of Management and Directors

 

On closing of the Acquisition, the Company will appoint Mike Irmen as Chief Executive Officer, and 3 new directors, being Bob Scott, Jason Earl and Calvin Irmen.  Mark Tommasi and Alex McAulay resigned from their respective positions as Chief Executive Officer and director of the Company.  As a result, the Company’s board is comprised of Mike Irmen, Bob Scott, David Toyoda, Mark Tommasi, Jason Earl and Calvin Irmen, Mike Irmen is the Chief Executive Officer and Linda Han remains the Chief Financial Officer of the Company.

 

Change of Name

 

Concurrent with closing of the Acquisition, the Company change its name to “Ironman International Ltd.”.  As a result of the change of name, the Company’s new CUSIP number is 462923103 and the new ISIN is CA4629231032.  No action will be required by existing shareholders with respect to the name change.  Certificates representing common shares under the old name will not be affected by the name change and will not need to be exchanged.

 

Related Party Transaction

 

Mike Irmen, who is a shareholder of Ironman, is also a director of the Company. Pursuant to the Share Exchange Agreement, the following consideration was issued and paid to related parties:

 

• 38,426,642 Consideration Shares to Michael Irmen, 283,158 Consideration Shares to Denise Irmen, 38,143,484 Consideration Shares to 599837 B.C. Ltd. 

• $2,710,990 Cash Consideration payable to Michael Irmen, $2,710,990 Cash Consideration payable to Denise Irmen; 

• Approximately $1,161,000 Working Capital Adjustment Payment payable to Michael Irmen, approximately $532,000 Working Capital Adjustment Payment payable to Denise Irmen and approximately $10,907,000 Working Capital Adjustment Payment payable to 599837 B.C. Ltd. 

As such, the Acquisition constitutes a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). On September 5, 2025, the shareholders approved the Acquisition in accordance with MI 61-101.

 

Early Warning Disclosure

 

Immediately prior to completion of the Acquisition, Mr. Irmen beneficially owned and controlled 800,000 common shares in the capital of the Company (“Company Shares”), securities convertible to acquire 1,600,000 Common Shares, 1,000,000 stock options and 200,000 restricted share units, representing 0.92% of the issued and outstanding Company Shares on a non-diluted basis and 3.99% on a partially diluted basis. Immediately after completion of the Acquisition, Mr. Irmen beneficially owned and controlled 79,635,566 Shares, representing 46.12% of the issued and outstanding Company Shares on a non-diluted basis and 46.97% on a partially diluted basis.

 

Mr. Irmen does not currently have plans to acquire additional securities or dispose of his holdings in the Company. However, he may acquire or dispose of securities depending on market conditions, changes in plans, or other relevant factors.

 

This disclosure is being made pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting. A copy of Mr. Irmen’s early warning report will be available on the Company's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com and can also be obtained by contacting the Company at the details provided below.

About Ironman

 

Established in 1999, Ironman Directional Drilling is a recognized leader in the trenchless industry offering 24/7 horizontal directional drilling services for homeowners, businesses, and industrial clients throughout Western Canada.  Focused on delivering the most cost-effective and least invasive means of underground infrastructure installations, Ironman offers a wide range of applications including telecom, electrical, water and sewer, oil, and gas, geothermal, irrigation and more.  Possessing specialized machinery and an experienced team, Ironman excels in any type of terrain including lakes, rivers and ocean crossings, railways, roads, and highways as well as offers additional services to ensure on-time and on-budget project delivery.

 

For further information please contact:

Ironman International Ltd.

Mark Tommasi, Director
Phone: 604-318-1448

110 – 6039 196 St.

Surrey, BC V3S 7X4

 

Forward Looking Information

 

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute "forward-looking statements" within the meaning of applicable Canadian securities laws. The Company uses words such as "may", "would", "could", "will", "likely", "expect", "believe", "intend" and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to the Company’s expectations and predictions is subject to any number of risks, assumptions and uncertainties.  Many factors could cause the Company’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things: risks and uncertainties described in the Company’s information circular dated July 14, 2025 which can be accessed at www.sedarplus.ca. The "forward-looking statements" contained herein speak only as of the date of this press release and, unless required by applicable law, the Company undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.