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Lite Access Completes Acquisition of Ironman
Thenewswireยท 2025-09-29 12:30
Core Viewpoint - Lite Access Technologies Inc. has successfully completed the acquisition of Ironman Directional Drilling, changing its name to Ironman International Ltd. and will begin trading under the new symbol "IMI" on October 1, 2025 [1]. Transaction Details - The acquisition involved the purchase of all issued and outstanding shares of Ironman Parties for a total consideration of 85,392,538 common shares, $6,000,000 in cash, and a working capital adjustment payment of approximately $14,000,000 [2]. - The cash consideration will be paid in equal installments of $1,200,000 over 60 months, starting 12 months from the closing date [2]. - The working capital adjustment payment will also be made in equal installments over the same period [2]. Share Ownership Restructuring - Prior to the acquisition, a restructuring transaction was conducted, resulting in the issuance of consideration shares to key individuals, including 38,426,642 shares to Michael Irmen and 38,143,484 shares to 599837 B.C. Ltd. [3]. Security Agreements - The company has entered into guarantees and security agreements to secure the payment of cash and working capital adjustment payments, with interest on the latter calculated at 8% per annum [4]. Lock-Up Agreement - A lock-up agreement restricts the resale of consideration shares, with 10% released at closing and 15% released every six months thereafter [5]. Management Changes - Following the acquisition, Mike Irmen has been appointed as CEO, and three new directors have been added to the board, while Mark Tommasi and Alex McAulay have resigned [7]. Name Change - The company has officially changed its name to Ironman International Ltd., with a new CUSIP number and ISIN, and existing shareholders will not need to take any action regarding this change [8]. Related Party Transaction - The acquisition is classified as a related party transaction, with shareholders approving it in accordance with relevant regulations [9]. Early Warning Disclosure - Prior to the acquisition, Michael Irmen held 800,000 common shares, and after the acquisition, he beneficially owned 79,635,566 shares, representing 46.12% of the issued shares on a non-diluted basis [10][12].