Ironman updates working capital adjustment and shareholder loan amendment

  LANGLEY, BC, June 23, 2026 - TheNewswire – Ironman International Ltd. ( TSXV: IMI ) ( OTCQB: IMITF ) (" Ironman " or the " Company ") is providing an update with respect to the working capital adjustment pursuant to the Share Exchange Agreement dated December 7, 2024, as amended, pursuant to which the Company acquired 1097195 B.C. Ltd. (“ 109 ”) and Ironman Directional Drilling US Inc., as further described in the Company’s news release dated September 29, 2025 (the “ Transaction ”). The working capital adjustment payment has been calculated to be an aggregate of $9,826,786 (the “ Working Capital Adjustment Payment ”) payable to the former shareholders of 109 and Ironman Directional Drilling US Inc. The Working Capital Adjustment Payment is payable in equal installments commencing 12 months from the closing date of the Transaction and continuing every 12 months thereafter over a period of 60 months.

As security for the payment of the Working Capital Adjustment Payment, the Company and its subsidiaries entered into guarantees, general security agreements and share pledge agreements in favour of the former shareholders of 109 and Ironman Directional Drilling US Inc.  The amounts paid pursuant to the Working Capital Adjustment Payment are to be paid together with interest thereon calculated and compounded monthly from the closing date to the date of payment, at the rate of 8% per annum, subject to a maximum interest permitted by law. As disclosed in the Company’s news release dated September 29, 2025, the Transaction constituted a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). On September 5, 2025, the shareholders of the Company approved the Transaction in accordance with MI 61-101.

Shareholder Loan Further to the Company’s news release dated March 26, 2026, the Company announces that 109 has further amended the terms of the loan owing to 599837 B.C. Ltd. (the “ Lender ”) in the principal amount of $1,401,632.29 (the “ Loan ”) to provide that the Loan will be secured pursuant to the terms of a general security agreement from 109 in favor of the Lender over all present and after-acquired property of 109. The terms of the Loan as set out in the news release dated March 26, 2026 otherwise remain unchanged.

No securities of the Company will be issued in connection with the Loan or the amendment. The amendment constitutes a "related party transaction" pursuant to MI 61-101 as Michael Irmen is a director of the Company and a director and shareholder of the Lender. The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the transactions did not exceed 25% of the fair market value of the Company’s market capitalization.

The Company did not file a material change report more than 21 days before the entering into of the Amendment as the terms of the Amendment were not settled until shortly prior to execution and the parties wished to close the Amendment on an expedited basis for sound business reasons.   About Ironman International Ltd. Established in 1999, Ironman International Ltd. is a leading North American provider of horizontal directional drilling and trenchless infrastructure services, operating 24/7 to support residential, commercial, industrial, and utility clients. The Company specializes in delivering cost-effective, low-impact underground installation solutions across a broad range of applications, including telecommunications, electrical, water and sewer, oil and gas, geothermal, and irrigation systems. With a modern fleet of specialized equipment and an experienced technical team, Ironman is capable of executing complex projects across diverse and challenging environments, including lakes, rivers, coastal and near-shore marine installations, rail corridors, roadways, and highways.

The Company also provides complementary services designed to enhance efficiency, maintain safety standards, and ensure projects are completed on time and on budget. The common shares of Ironman International Ltd. are listed on the TSX Venture Exchange and trade under the symbol “IMI” and trade on the OTCQB Venture Market under the symbol “IMITF”. On behalf of the Board of Directors , “Michael Irmen” Director and CEO   For further information, please contact:   Ironman International Ltd. Mark Tommasi, Director Phone: 604-318-1448 https://www.ironmaninternational.com/ Copyright (c) 2026 TheNewswire - All rights reserved.

TheNewsWire June 23, 2026 - 4:30 PM PDT News by QuoteMedia www.quotemedia.com