DENVER, Feb. 24, 2017 /PRNewswire/ - Intermap (TSX:
IMP), (ITMSF:BB), a leading geospatial intelligence
Corporation, confirmed today that it plans to proceed with an
equity rights offering for gross proceeds of up to US$6,000,000 (the "Rights Offering") as
announced on December 21, 2016.
The Corporation will be offering rights to holders of its common
shares at the close of business on the record date of March 1, 2017 (the "Record Date"), on the
basis of one right for each common share held. Each right will
entitle the holder to subscribe for one common share of Intermap
upon payment of the subscription price of C$0.06 or US$0.05
per common share. There are currently 101,344,582 common shares of
the Corporation outstanding. If all of the rights issued under the
rights offering are validly exercised, the Rights Offering will
raise gross proceeds of approximately US$5
million, assuming all rights are subscribed and paid for in
US dollars.
The rights will trade on the Toronto Stock Exchange under the
symbol "IMP.RT". The rights will expire at 4:00 p.m. (Calgary time) on March
27, 2017 (the "Expiry Time"), after which time
unexercised rights will be void and of no value. Shareholders who
fully exercise their basic subscription right will be entitled to
subscribe for additional common shares, if available as a result of
unexercised rights prior to the Expiry Time, subject to certain
limitations set out in the Corporation's rights offering circular.
The Corporation expects to close the Rights Offering on or about
March 30, 2017.
Details of the Rights Offering are set out in the rights
offering notice and rights offering circular which will be
available under Intermap's profile at www.sedar.com on March 2, 2017. The rights offering notice and
accompanying rights certificate will be mailed to each registered
eligible shareholder as at the record date. Registered eligible
shareholders who wish to exercise their rights must forward the
completed rights certificate, together with the applicable funds,
to the subscription agent, Computershare Investor Services Inc.
("Computershare"), on or before the Expiry Time. Eligible
shareholders who own their common shares through an intermediary,
such as a bank, trust company, securities dealer or broker, will
receive materials and instructions from their intermediary.
The Rights Offering will be conducted in Canada only. However, certain approved
eligible holders of common shares in jurisdictions outside of
Canada may be able to participate
in the Rights Offering. If you are a holder of common shares and
reside outside of Canada please
see the rights offering notice and rights offering circular to
determine your eligibility and the process and timing requirements
to receive and, or, exercise your rights.
Funds raised through the Rights Offering will be used to repay
the previously announced US$6,000,000
advanced to the Corporation by Vertex One Asset Management Inc., on
behalf of the Vertex Fund, ("Vertex"), as a bridge loan, due
on the earlier of March 31, 2017 and
the completion of the Rights Offering (the "Bridge Loan").
The Bridge Loan is non-interest bearing and any amounts which
remain outstanding after the Rights Offering will be converted into
a term loan due September 1,
2020.
STANDBY COMMITMENT
In connection with the Rights Offering, Intermap has entered
into a standby purchase agreement (the "Standby Purchase
Agreement") with the Corporation's largest shareholder and
lender, Vertex (the "Standby Purchaser"), pursuant to which
the Standby Purchaser has agreed to purchase, at the subscription
price of US$0.05 that number of
common shares equal to: (a) the number of common shares authorized
to be issued on the Record Date pursuant to the exercise of all
rights minus (b) the number of common shares subscribed for and
taken up by holders of rights minus (c) such number of common
shares that would, if purchased by the Standby Purchaser, result in
the Standby Purchaser beneficially owning 35% (but no more than
35%) (the "Standby Limit") of the issued and outstanding
common shares following such purchase (such commitment referred to
as the "Standby Commitment"). Intermap may, in its sole
discretion, based on an assessment of the trading activity in the
rights, permit the Standby Purchaser to acquire a number of common
shares that exceeds the Standby Limit.
Full details of the Rights Offering are contained in the
rights offering notice and rights offering circular which will be
available under Intermap's profile at www.sedar.com
on March 2, 2017. Readers should
review these documents for the specific terms and conditions of the
Rights Offering.
SDI Project Update
There have been no further developments since the Corporation's
July 5, 2016 update on the previously
announced $175 million contract for
the creation, operation and maintenance of a national spatial data
infrastructure program.
Intermap Reader Advisory
Certain information provided in this news release constitutes
forward-looking statements, including the intention of the
Corporation to complete the Rights Offering, the amount of proceeds
from the Rights Offering and the use of such proceeds. The words
"anticipate", "expect", "project", "estimate", "forecast" 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. You can find a
discussion of such risks and uncertainties in our rights offering
circular, Annual Information Form and other securities filings.
While the Corporation 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 Corporation
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 Corporation 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.
SOURCE Intermap Technologies Corporation