Mr. Mark Tommasi reports

LITE ACCESS COMPLETES ACQUISITION OF IRONMAN

Lite Access Technologies Inc. has completed its acquisition of 1097195 B.C. Ltd. and Ironman Directional Drilling U.S. Inc. (U.S. Holdco), pursuant to a definitive share exchange agreement dated Dec. 7, 2024, as amended, which was previously announced in the news release dated Dec. 30, 2024. Concurrent with closing of the acquisition, the company changed its name to Ironman International Ltd. The common shares of the company will commence trading on the TSX Venture Exchange under the symbol IMI on Oct. 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:

1. The issuance of an aggregate of 85,392,538 common shares in the capital of the company to the Ironman shareholders, which are subject to a lock-up agreement as set forth below;
2. The payment of an aggregate of $6-million in cash to the Ironman shareholders, which will be payable in equal instalments of $1.2-million commencing 12 months from the closing date and continuing every 12 months thereafter over a period of 60 months;
3. The working capital adjustment payment of approximately $14-million, which will also be payable in equal instalments 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. 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 Ms. 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 cent 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 per cent will be released on closing of the acquisition and 15 per cent 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, with respect to the acquisition and the company's news release dated Aug. 21, 2025.

Change of management and directors

On closing of the acquisition, the company will appoint Mike Irmen as chief executive officer, and three new directors, being Mr. Scott, Jason Earl and Calvin Irmen. Mark Tommasi and Alex McAulay resigned from their respective positions as CEO and director of the company. As a result, the company's board comprises Mike Irmen, Mr. Scott, David Toyoda, Mr. Tommasi, Mr. Earl and Calvin Irmen. Mike Irmen is the CEO 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. As a result of the change of name, the company's new Cusip number is 462923 10 3 and the new ISIN is CA 462923 10 3 2. 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 Ms. Irmen;
• 38,143,484 consideration shares to 599837 B.C.;
• $2,710,990 cash consideration payable to Michael Irmen;
• $2,710,990 cash consideration payable to Ms. Irmen;
• Approximately $1,161,000 working capital adjustment payment payable to Michael Irmen;
• Approximately $532,000 working capital adjustment payment payable to Ms. Irmen;
• Approximately $10,907,000 working capital adjustment payment payable to 599837 B.C.

As such, the acquisition constitutes a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. On Sept. 5, 2025, the shareholders approved the acquisition in accordance with MI 61-101.

Early warning disclosure

Immediately prior to completion of the acquisition, Mike Irmen beneficially owned and controlled 800,000 common shares in the capital of the company, securities convertible to acquire 1.6 million common shares, one million stock options and 200,000 restricted share units, representing 0.92 per cent of the issued and outstanding company shares on a non-diluted basis, and 3.99 per cent on a partially diluted basis. Immediately after completion of the acquisition, Mike Irmen beneficially owned and controlled 79,635,566 shares, representing 46.12 per cent of the issued and outstanding company shares on a non-diluted basis, and 46.97 per cent on a partially diluted basis.

Mike 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 Mike Irmen's early warning report will be available on the company's profile on SEDAR+ and can also be obtained by contacting the company.

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.

We seek Safe Harbor.