Ironman International Ltd. — Proxy Solicitation & Information Statement 2025

Jul 31, 2025

LITE ACCESS TECHNOLOGIES INC.
110 – 6039 196 Street
Surrey, BC V3S 7X4

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To the shareholders of Lite Access Technologies Inc. (the “Shareholders”):

Notice is hereby given that an Annual General and Special Meeting (the “Meeting”) of the Shareholders of Lite Access Technologies Inc. (the “Company”), a company incorporated under the laws of the British Columbia Business Corporations Act (“BCA”), will be held at the Company’s registered and records office: Suite 704, 595 Howe Street, Vancouver, BC, Canada V6C 2T5 on Friday, September 5, 2025, commencing at 10:00 a.m. (Pacific Standard Time), for the following purposes:

1. to consider and if deemed advisable, pass with or without variation, an ordinary resolution to authorize and approve:

(a) the acquisition of 1097195 B.C. Ltd. (“Ironman”) and Ironman Directional Drilling US Inc. (“US Holdco”, together with Ironman, the “Ironman Parties”) (the “Acquisition” or the “Transaction”);

(b) the value of the consideration for the Acquisition, being (i) the issuance of an aggregate of 85,392,538 common shares of the Company to the shareholders of Ironman and US Holdco (the “Ironman Shareholders”); and (ii) the payment of $6,000,000 in cash to the Ironman Shareholders, subject to a working capital adjustment, payable in equal installments of $1,200,000 commencing twelve months from the Closing Date and continuing every 12 months thereafter in accordance with section 5.15 of TSXV Policy 5.3 Acquisitions and Dispositions of Non-Cash Assets (“TSXV Policy 5.3”) (the “Consideration”); and

(c) a new Control Person (as such term is defined in section 1.2 of TSXV Policy 1.1 Interpretation (“TSXV Policy 1.1”)) of the Company resulting from the completion of the Acquisition, being Michael Irmen, the principal of Ironman and a current director of the Company (the “New Control Person”),

in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as described in the accompanying Information Circular (the “Acquisition Resolution”);

1. to consider, and if thought advisable, approve with or without variation, an ordinary resolution, as more particularly described in the accompanying Information Circular, to fix the number of directors on the board of directors of the Company (the “Board of Directors”) at six (6), to take effect only in the event that the Acquisition is completed; and to fix the number of directors to four (4) until the earlier of: (i) the next annual meeting of Shareholders; and (ii) 12:01 a.m. on the day following the effective date of the Acquisition (the “Effective Time of the Acquisition”) (the “Number of Directors Resolution”);

2. to elect, conditional on and effective following the closing of the Acquisition, Michael Irmen, Mark Tommasi, R. David Toyoda, Robert Scott, Jason Earl and Calvin Irmen as directors of the Company to take effect only in the event that the Acquisition is completed, as more particularly described in the accompanying Information Circular, and to elect the current directors of the Company, Mark Tommasi, R. David Toyoda, Alexander McAulay and Michael Irmen, to serve as directors of the Company until the earlier of (i) the next annual meeting of Shareholders of until their successors are elected or appointed; and (ii) the Effective Time of the Acquisition (the “Director Election Resolution”);

3. to appoint Shim & Associates LLP, Chartered Professional Accountants as the auditors of the Company until the next annual general meeting of the Company and to authorize the directors of the Company to fix the remuneration to be paid to the auditors (the “Auditor Resolution”);

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1. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving and ratifying the Company’s 10% rolling stock option plan (the “Stock Option Plan”) as more particularly described in the accompanying Information Circular (the “Stock Option Plan Resolution”);

2. to receive the audited financial statements of the Company for the financial years ended September 30, 2024 and 2023, and the accompanying report of the auditors; and

3. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The Company’s Board of Directors has fixed July 14, 2025, as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered shareholder of the Company and will not attend the Meeting, you will need to complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Computershare Investor Services Inc., 510 Burrard Street, 2nd Floor, Vancouver, BC V6C 3B9 by mail or fax, no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays), prior to the time of the Meeting or adjournment thereof, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (the “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, this 14th day of July, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF LITE ACCESS TECHNOLOGIES INC.

“Mark Tommasi”

Mark Tommasi
Chief Executive Officer