LITE ACCESS TO AQUIRE IRONMAN DIRECTIONAL DRILLING LTD.

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

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