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Source Energy Services Ltd. — M&A Activity 2025
Oct 6, 2025
47404_rns_2025-10-06_669b6226-7491-4e2b-8d3b-eb3755863be7.pdf
M&A Activity
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NOTICE OF CHANGE IN CORPORATE STRUCTURE
Section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations
1 Names of the parties to the transaction
Ironman International Ltd. (formerly Lite Access Technologies Inc.) (the "Company")
1097195 B.C. Ltd. ("Ironman")
Ironman Directional Drilling US Inc. ("Ironman US" and together with Ironman, the "Ironman Parties")
2 Description of the transaction
On September 26, 2025, the Company completed its acquisition of the Ironman Parties (the "Acquisition") pursuant to a definitive share exchange agreement dated December 7, 2024, as amended ("Share Exchange Agreement"). Concurrent with closing of the Acquisition, the Company changed its name to "Ironman International Ltd." and the common shares of the Company commenced trading on the TSX Venture Exchange under the symbol "IMI" on October 1, 2025.
Pursuant to the Share Exchange Agreement, the Company purchased all of the issued and outstanding shares of the Ironman Parties from the shareholders of the Ironman Parties (the "Ironman Shareholders") in consideration for:
(i) 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; and
(ii) the payment of an aggregate of $6,000,000 in cash to the Ironman Shareholders, which will be payable in equal installments of $1,200,000 commencing 12 months from the closing date and continuing every 12 months thereafter over a period of 60 months; and
(iii) the working capital adjustment payment of approximately $14,000,000, which will also be payable in equal installments commencing 12 months from the closing date and continuing every 12 months thereafter over a period of 60 months.
The Acquisition is a "reverse takeover" as defined in National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102").
For additional information about the Acquisition, please see the Company's notice of annual general and special meeting of shareholders dated July 14, 2025, which can be found under its SEDAR+ profile at www.sedarplus.ca.
3 Effective date of transaction
September 26, 2025.
4 Names of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing party
No party ceased to be a reporting issuer as a result of the Acquisition.
5 Date of reporting issuer's first financial year-end subsequent to the transaction
The Company's first financial year-end subsequent to the completion of the Acquisition will be November 30, 2025, as the Company has adopted the financial year end of Ironman, the "reverse takeover acquirer" as such term is defined in NI 51-102.
6 Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer's first financial year after the transaction
The Company is required to file the following financial statements for the first financial year following the Acquisition:
| Entity | Financial Statements | Period | Comparative Period |
|---|---|---|---|
| Ironman (prior to the Acquisition) | Unaudited interim financial statements | Six months ended May 31, 2025 | Six months ended May 31, 2024 |
| Ironman (prior to the Acquisition) | Unaudited interim financial statements | Nine months ended August 31, 2025 | Nine months ended August 31, 2024 |
| The Company | Audited consolidated annual financial statements | Year ending November 30, 2025 | Year ended November 30, 2024 |
7 Documents filed under NI 51-102 that describe the transaction and where those documents can be found in electronic format
The Acquisition is described in the following documents, all of which are available on the Company's profile on SEDAR+:
(a) the Share Exchange Agreement filed on February 25, 2025;
(b) the first amending agreement to the Share Exchange Agreement filed on February 25, 2025;
(c) the second amending agreement to the Share Exchange Agreement filed on July 21, 2025; and
(d) Information Circular of the Company dated as at July 14, 2025, filed on July 30, 2025.
8 Date of Report
October 6, 2025