Intermap Technologies (TSX: IMP; OTCQB: ITMSF) (“Intermap” or the
“Company”), a global leader in 3D geospatial products and
intelligence solutions, announces a second amendment to the terms
of its offering of Class "A" common shares of the Company (“Common
Shares”), previously announced on July 3, 2024 and initially
amended on July 19, 2024, as a result of high demand (as further
amended as described herein, the “Offering”). Intermap closed the
second tranche of the Offering on July 26, 2024, which included the
issuance of 2,085,000 Common Shares at a price of CAD$0.45 per
Common Share for aggregate gross proceeds of CAD$938,250.
The previously announced closing of the first
tranche of the Offering included the issuance of 2,770,000 Common
Shares at a price of CAD$0.45 per Common Share for aggregate gross
proceeds of CAD$1,246,500. To date, the Company has issued an
aggregate of 4,855,000 Shares under the Offering for aggregate
gross proceeds of CAD$2,184,750. Due to high demand, the Company is
increasing the total maximum number of Common Shares to be offered
by 482,778 additional Common Shares, for an aggregate maximum under
the Offering of up to 7,149,444 Common Shares when combined with
the Common Shares issued under the 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$3,217,250. 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 oversubscribed
third and final tranche of the Offering before August 9, 2024. 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 government of Indonesia 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 Second Amended Offering
Document (as defined herein).
“Our $20 million contract with the Indonesian government is the
first phase of creating a digital basemap to help the country
secure its social, environmental and economic future,” said Patrick
A. Blott, Intermap Chairman and CEO. “We have deployed to Indonesia
to begin work on this first phase and expect to be awarded
additional contracts to map the remaining 90% of Indonesia’s land
over the next few years. Part of the use of proceeds from this
offering will help us execute against phase one as well as other
projects in our sales and deployment pipelines. On behalf of the
Company, I’d like to thank new and existing shareholders for their
support.”
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 an amended offering document related to
this Offering (the “Second 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 Second 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
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, the award of new contracts and contract renewals and the
use of proceeds in the Offering in connection therewith, successful
execution of the Company’s existing contracts and the Company’s
expectations with respect to receiving contracts to map the
remaining 90% of Indonesia’s land mass, 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
TechnologiesFounded 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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