August 21, 2025 – TheNewswire - Vancouver, British Columbia.  LITE ACCESS TECHNOLOGIES INC. (“Lite Access” or the “Company”) (TSX VENTURE: LTE) (OTC: LTCCF) is, as a result of a review by the Ontario Securities Commission, providing to its shareholders additional details about the 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”) to acquire the Ironman Parties, an experienced provider of directional drilling (the “Acquisition”), which was previously announced in the news release dated December 30, 2024. Following the Company’s publication of its information circular (the “Information Circular”) with respect to the Transaction on August 7, 2025, the Company wishes to provide additional information regarding the background and business rationale of the Acquisition, so shareholders can make a more informed decision.

 

Background to the Acquisition

 

Prior to the proposed Acquisition of Ironman, the Company had previously engaged Ironman to provide horizontal directional drilling services on its fibre optic installation projects. This relationship culminated into the Company and Ironman entering into a cooperation agreement on July 20, 2022 in order to increase the project flow of the Company.  

 

Due to the business rationale set forth below, the Company offered to acquire Ironman instead of proposing a new cooperation agreement with Ironman. In April 2023, the Company’s Chief Executive Officer at that time connected with Ironman to propose the Acquisition. Ironman was firm on the total consideration, being approximately $8 million in shares (the “Consideration Shares”) and cash payment totaling $6 million. Thereafter, the discussions between the Company and Ironman focused on the fact that the Consideration Shares will be subject to a three year escrow and deferring the cash payments over time. The parties arrived on the final consideration of 85,392,538 shares, being nearly 50% of the Company on a post-listing basis, and deferred cash consideration of $1.2 million per year plus interest for 5 years.

 

Business Rationale for the Acquisition

 

The business rationale for the Company considering a business combination with Ironman is as follows:

 

• Anticipated Increase in Gross Margins. As a fibre optic installation company, the Company was required to engage ubcontractors throughout Western Canada to assist in the provision of its services.  Prior to the proposal to acquire Ironman, the Company noticed that the margin on its revenue was negative (see September 30, 2022 year end financial statements). As directional drilling is a significant portion of its costs, the acquisition of a directional drilling company (specifically a company that the Company already engaged for services) is anticipated to result in increased gross margins for the Company. 

 

• Anticipated Increase in Revenue. The Company and Ironman will be combining their teams and businesses.  As a result, the Company anticipates an increase in revenue due to: (A) the addition of existing Ironman revenue to the Company, and (B) the Company’s ability to offer Ironman’s services on any new projects sourced by the Company. 

 

• New Experienced Management Team.Due to the Company’s lack of financial resources, the Company has been unable to retain employees with the specialized skill and knowledge to successfully bid for and build out larger fibre optic projects.  Ironman’s management team, consisting of Mike Irmen and Bob Scott, have significantly more experience in providing fibre optic installation services.  The Company anticipates new management will positively impact existing and new projects of the Company.  

Minority Shareholder Protection

 

Mr. Irmen is both a director of the Company and a principal of the Ironman Parties. As such, Ironman is a non-arm’s length party to the Acquisition, and the Acquisition is subject to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Although the Company did not form a special committee to supervise the negotiation of the Acquisition given Mr. Irmen’s role as both a director of the Company and a principial of the Ironman Parties, Mr. Irmen was not involved in any director meetings relating to the Acquisition and only the disinterested directors of the Company were in attendance at such meetings. Mr. Irmen has only been involved in discussions between the Company and Ironman with their respective legal counsels present. Mr. Irmen also recused himself from board discussions regarding the Acquisition.

 

There are no other prior valuations in respect of the Company that relate to the subject matter of or are otherwise relevant to the Acquisition that were made 24 months before the date of the Information Circular and no other bona fide prior offer that relates to the subject matter of or is otherwise relevant to the Acquisition was received by the Company during the 24 months before the Acquisition was agreed to. The Company has relied on the formal valuation exemption pursuant to subsection 5.5(b) of MI 61-101 as the Company is not listed on specified markets.

 

About Lite Access

 

Recognized as an industry leader possessing years of experience in the telecommunications space, Lite Access offers total integrated solutions for all types of telecom requirements. Beginning with a comprehensive project analysis to engineering, design and permitting, Lite Access proudly offers a full complement of aerial and underground construction methodologies including splicing, testing and maintenance.

 

Our innovative approach, flexible products and installation solutions are combined with decades of experience and unparalleled passion. 'The Lite Access Way' methodology of construction for both trunk and fibre-to-the-premises (FTTx) connectivity has become a recommended and preferred method of fibre installation, globally.

 

Lite Access' installation technology and proprietary products extend a network provider's ability to deliver true broadband connectivity directly to end-users, such as homes, businesses, government and educational institutions, and emergency response facilities. Lite Access remains flexible and innovative in its commitment to providing global clients and partners with the most cost-effective and proven fibre connectivity solutions available.

 

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:

Lite Access Technologies Inc.

Mark Tommasi, interim CEO
Phone: 604-318-1448

110 – 6039 196 St.

Surrey, BC V3S 7X4

www.liteaccess.com

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. Lite Access uses words such as "may", "would", "could", "will", "likely", "expect", "believe", "intend" and similar expressions to identify forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements regarding the completion of the Transaction. Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the Company will be able to obtain shareholder approval for the Transaction; that the Company will be able to obtain any necessary third party and regulatory approvals required for the Transaction; and, if completed, that the Transaction will provide the expected benefits to the Company, Ironman and the shareholders of both companies.  Many factors could cause Lite Access' 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: adverse market conditions, general economic, market or business risks, unanticipated costs, the failure of the Company to obtain shareholder approval for the Transaction, the Company’s failure to obtain any necessary regulatory approvals for the Transaction, and the risks and uncertainties described in Lite Access’s most recent Management Discussion & Analysis (MD&A) for the financial year ended September 30, 2024, which can be accessed at www.sedar.com. The "forward-looking statements" contained herein speak only as of the date of this press release and, unless required by applicable law, Lite Access 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.