VANCOUVER, BC, May 5, 2023
/CNW/ - LITE ACCESS TECHNOLOGIES INC. ("Lite Access"
or the "Company") (TSXV: LTE) (OTC: LTCCF), a world leader
in fibre optic products and advanced installation methodologies, is
pleased to announce that it has entered into a non-binding Letter
of Intent on May 3, 2023 (the
"LOI") to acquire 1097195 B.C.
Ltd. ("Ironman") and its wholly-owned subsidiary, Ironman
Directional Drilling Ltd., an experienced provider of directional
drilling (the "Transaction").
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
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.
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 (the "Definitive
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 (the "Consideration
Shares") to the shareholders of Ironman (the "Ironman
Shareholders");
- pay $6,000,000 in cash (the
"Cash Consideration") to the Ironman Shareholders, which
will be payable in equal installments of $1,200,000 commencing twelve 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 TSXV
Tier 2 value escrow release if there is a change in life condition
of an Ironman Shareholder.
It is anticipated that on completion of the Transaction,
Mike 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
be comprised of Mike Irmen,
Bob Scott, David Toyoda, Mark
Tommasi, Richard Hayer,
Jason Earl, and Calvin Irmen. In addition, Mr. 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 Venture Exchange and shareholders of Lite
Access and such other customary conditions as will be set forth in
the Definitive Agreement.
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.
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, the expected benefits of the Transaction to
shareholders of the Company and of Ironman, the structure, terms
and conditions of the Transaction and the execution of the
Definitive Agreement. Such forward-looking statements are based on
a number of assumptions of management, including, without
limitation, that the Company and Ironman will be able to negotiate
the Definitive Agreement on the terms and within the time frame
expected; 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 Ironman and the Company
to negotiate the Definitive Agreement on the terms and conditions
and within the timeframe expected, 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, 2022, 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.
SOURCE Lite Access Technologies Inc