Intermap Technologies (TSX: IMP; OTCQB: ITMSF) (“Intermap” or the
“Company”), a global leader in 3D geospatial products and
intelligence solutions, announces a third amendment to the terms of
its offering of Class "A" common shares of the Company (“Common
Shares”), previously announced on July 3, 2024, initially amended
on July 19, 2024, and further amended on August 2, 2024, to
accommodate additional demand from subscribers (as further amended
as described herein, the “Offering”).
Due to additional demand, the Company is
increasing the total maximum number of Common Shares to be offered
by 200,000 additional Common Shares, for an aggregate maximum under
the Offering of up to 7,349,444 Common Shares when combined with
the Common Shares issued under the previously announced first and
second tranches. The additional Common Shares are being offered at
the same price of CAD$0.45 per Common Share, for maximum gross
proceeds under the Offering of up to approximately CAD$3,307,250.
Upon issuance, all of the Common Shares issued under the Offering
will rank pari passu in all respects with the Company’s existing
issued Common Shares.
The Company intends to close the third and final
tranche of the Offering before August 9, 2024. The third tranche
will include the issuance of 2,494,444 Common Shares at a price of
CAD$0.45 per Common Share for aggregate gross proceeds of
approximately CAD$1,122,500. Patrick A. Blott, Chairman and CEO of
Intermap, will participate in the third tranche of the Offering,
acquiring approximately 6% of the Common Shares issued under the
third tranche. The closing of each tranche of the Offering,
including the third tranche, is subject to certain conditions
including, but not limited to, the receipt of all necessary
regulatory and other approvals.
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 the same 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
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, representing 10% of Indonesia land mass, 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 Third Amended Offering
Document (as defined herein).
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.
There is a third amended offering document
related to this Offering (the “Third Amended 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 Third Amended 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.
Intermap Reader AdvisoryCertain
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, the anticipated
participation of the Company’s Chairman CEO in the Offering, 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”, “may”, “intends”,
“expected to”, “anticipate”, “subject to”, “phase” 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
Sean PeasgoodInvestor RelationsSean@SophicCapital.com+1 (647)
260-9266
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