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Lite Access Technologies Inc
Symbol LTE
Shares Issued 85,892,538
Close 2023-05-04 C$ 0.095
Market Cap C$ 8,159,791
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Lite Access to acquire Ironman Directional Drilling

2023-05-05 15:15 ET - News Release

Mr. Michael Plotnikoff reports

LITE ACCESS TO ACQUIRE IRONMAN DIRECTIONAL DRILLING LTD.

Lite Access Technologies Inc. entered into a non-binding letter of intent on May 3, 2023, to acquire 1097195 B.C. Ltd. (Ironman) and its wholly owned subsidiary, Ironman Directional Drilling Ltd., an experienced provider of directional drilling.

Mike Plotnikoff, chief executive officer of Lite Access, states: "Lite Access's proposed acquisition of Ironman confirms our commitment to fast-track the growth of our business in Canada and abroad. Ironman, led by Mike Irmen, has established itself as one of the premier directional drilling service providers in Western Canada. This acquisition will be immediately accretive to our revenue and will add significant new project flow to our company."

About Ironman Directional Drilling

Established in 1999, Ironman Directional Drilling is a recognized leader in the trenchless industry offering 24-hour-a-day/seven-day-a-week 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.

As Mike Irmen, who is a shareholder of Ironman, is also a director of Lite Access, the transaction will constitute a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Accordingly, the transaction will be subject to the approval of the shareholders of Lite Access, excluding any votes attached to shares beneficially owned by Mr. Irmen.

Key terms of the transaction

Lite Access and Ironman have agreed to negotiate and settle the terms of a share exchange agreement, whereby Lite Access will acquire all of the issued and outstanding shares of Ironman. In consideration, Lite Access will:

  • Issue 85,392,538 shares of the company to the shareholders of Ironman;
  • Pay $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.

The Ironman shareholders will enter into an escrow agreement, whereby all the consideration shares will be under lock-up and be released three years from closing of the transaction. The parties agreed that this escrow release schedule will be amended to a TSX Venture Exchange Tier 2 value escrow release if there is a change in the life condition of an Ironman shareholder.

It is anticipated that, on completion of the transaction, Mr. Plotnikoff and Alex McAulay will resign from their respective officer and director positions with Lite Access. Lite Access anticipates that it will appoint four new directors, being Bob Scott, Richard Hayer, Jason Earl and Calvin Irmen, on closing of the transaction. As a result, the Lite Access board will comprise of Mike Irmen, Bob Scott, David Toyoda, Mark Tommasi, Richard Hayer, Jason Earl and Calvin Irmen. In addition, Mike Irmen will be appointed as chief executive officer to replace Mr. Plotnikoff and Linda Han will remain as chief financial officer of Lite Access.

Neither Lite Access nor Ironman will pay a finder's fee in connection with the transaction. A customary break fee will be payable to a non-breaching party, subject to a limit of $250,000.

Completion of the transaction is subject to entry into the definitive agreement, completion of due diligence of the parties, approval of the TSX-V and shareholders of Lite Access, and such other customary conditions as will be set forth in the definitive agreement.

About Lite Access Technologies Inc.

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.

The company's 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's 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.

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