Intermap Technologies (TSX: IMP; OTCQB: ITMSF) (“Intermap” or the
“Company”), a global leader in 3D geospatial products and
intelligence solutions, announces a new financing. The Company is
offering up to a maximum of 4,300,000 Class “A” common shares of
the Company (“Common Shares”), which upon issuance, will rank pari
passu in all respects with the Company’s existing issued Common
Shares, at a price of C$0.45 per Share for maximum gross proceeds
of C$1,935,000.00 (the “Offering”).
In connection with this Offering, Intermap has
engaged a third-party finder (the “Finder”) to conduct a
best-efforts private placement of the Common Shares. The Finder
will receive a fee of: (i) an aggregate cash fee equal to 1% of the
gross proceeds of the Offering; and (ii) an issuance of Common
Shares equal to 6% of the Common Shares placed by the Finder under
the Offering.
The Company intends to use the aggregate net
proceeds of the Offering for the execution of contracts and for
working capital. Primarily, the capital will be used to execute on
its contract with the Indonesian government to map the island of
Sulawesi as well as on a renewed and expanded contract with the
U.S. Air Force. The net proceeds of the Offering may also be used
in connection with other Southeast Asian contract awards as well as
a major renewal and expansion of a global insurance client
agreement. Further details on the use of proceeds are set forth in
the Offering Document.
Intermap has received its special area permit
from Indonesia. The Company has completed upgrades to its aircraft
platform and IFSAR systems. Intermap has also met the first
pre-deployment milestones and completed all associated contracting.
As part of its preparation for deployment, Intermap acquired
best-in-class, new hardware from VeriDaaS at attractive pricing.
The upgraded technology infrastructure ensures speed, stability,
security and flexibility as the Company executes its strategic
repositioning.
The Offering is expected to close in one or more
tranches between the date hereof and August 16, 2024 and is subject
to certain conditions including, but not limited to, the receipt of
all necessary regulatory and other approvals.
Subject to compliance with applicable regulatory
requirements, the Common Shares will be offered for sale to
purchasers resident in Canada (except Quebec) pursuant to the
listed issuer financing exemption under Part 5A of National
Instrument 45-106 – Prospectus Exemptions (the “Listed Issuer
Financing Exemption”) and to purchasers resident in the United
States by way of private placement pursuant to an exemption from
the registration requirements under the United States Securities
Act of 1933, as amended (the “1933 Act”). Because the Offering is
being completed pursuant to the Listed Issuer Financing Exemption,
the securities issued in Canada under the Offering will not be
subject to a hold period in Canada pursuant to applicable Canadian
securities laws.
The offering document related to this Offering
(the “Offering Document”) that can be accessed under the Company’s
profile at www.sedarplus.ca and on Intermap’s website at
www.intermap.com. Prospective investors should read this Offering
Document before making an investment decision.
The securities described herein have not been,
and will not be, registered under the 1933 Act, or any state
securities laws, and accordingly, may not be offered or sold within
the United States except in compliance with the registration
requirements of the 1933 Act and applicable state securities
requirements or pursuant to exemptions therefrom. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in the
United States or in any other jurisdiction in which such offer,
solicitation or sale would be unlawful.
The Company also entered into a capital markets
advisory agreement (the “Sophic Capital Agreement”) with Sophic
Capital for the provision of investor relations services to the
Company. Pursuant to the terms of the Sophic Capital Agreement,
Sophic Capital will assist the Company in the preparation of an
investor communications plan, investor materials, news releases,
road shows and conference calls. The Sophic Capital Agreement is
for a term of 12 months. The Sophic Capital Agreement will
automatically renew for successive periods of six months. Either
party may terminate the Sophic Capital Agreement with 30 days prior
written notice.
Intermap Reader
Advisory Certain information provided in this news
release, including reference to the availability of proceeds from
the Offering, the Company’s ability to raise up to the maximum
proceeds of the Offering, the use of proceeds of the Offering, the
expectation that the Offering will close and the anticipated timing
thereof and the award of new contracts and contract renewals and
the use of proceeds in the Offering in connection therewith,
constitutes forward-looking statements. The words “will”,
“intends”, “expected to”, “subject to” and similar expressions are
intended to identify such forward-looking statements. Although
Intermap believes that these statements are based on information
and assumptions which are current, reasonable and complete, these
statements are necessarily subject to a variety of known and
unknown risks and uncertainties. Intermap’s forward-looking
statements are subject to risks and uncertainties pertaining to,
among other things, cash available to fund operations, availability
of capital, revenue fluctuations, the nature of government
contracts, including changing political circumstances in the
relevant jurisdictions, economic conditions, loss of key customers,
retention and availability of executive talent, competing
technologies, common share price volatility, loss of proprietary
information, software functionality, internet and system
infrastructure functionality, information technology security,
breakdown of strategic alliances, and international and political
considerations, as well as those risks and uncertainties discussed
Intermap’s Annual Information Form for the year ended December 31,
2023 and other securities filings. While the Company makes these
forward-looking statements in good faith, should one or more of
these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary significantly
from those expected. Accordingly, no assurances can be given that
any of the events anticipated by the forward-looking statements
will transpire or occur, or if any of them do so, what benefits
that the Company will derive therefrom. All subsequent
forward-looking statements, whether written or oral, attributable
to Intermap or persons acting on its behalf are expressly qualified
in their entirety by these cautionary statements. The
forward-looking statements contained in this news release are made
as at the date of this news release and the Company does not
undertake any obligation to update publicly or to revise any of the
forward-looking statements made herein, whether as a result of new
information, future events or otherwise, except as may be required
by applicable securities law.
About Intermap Technologies
Founded in 1997 and headquartered in Denver,
Colorado, Intermap (TSX: IMP; OTCQB: ITMSF) is a global leader in
geospatial intelligence solutions, focusing on the creation and
analysis of 3D terrain data to produce high-resolution thematic
models. Through scientific analysis of geospatial information and
patented sensors and processing technology, the Company provisions
diverse, complementary, multi-source datasets to enable customers
to seamlessly integrate geospatial intelligence into their
workflows. Intermap’s 3D elevation data and software analytic
capabilities enable global geospatial analysis through artificial
intelligence and machine learning, providing customers with
critical information to understand their terrain environment. By
leveraging its proprietary archive of the world’s largest
collection of multi-sensor global elevation data, the Company’s
collection and processing capabilities provide multi-source 3D
datasets and analytics at mission speed, enabling governments and
companies to build and integrate geospatial foundation data with
actionable insights. Applications for Intermap’s products and
solutions include defense, aviation and UAV flight planning, flood
and wildfire insurance, disaster mitigation, base mapping,
environmental and renewable energy planning, telecommunications,
engineering, critical infrastructure monitoring, hydrology, land
management, oil and gas and transportation.
For more information, please
visit www.intermap.com or
contact:Patrick A. BlottChairman and CEOCEO@intermap.com
+1 (303) 708-0955
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