DENVER — (BUSINESS WIRE) — April 21, 2011 — Intermap Technologies Corporation ("Intermap" or the "Company") (TSX: IMP) announced today that it has entered into agreements with the Company’s two largest shareholders, Special Situations Funds (“SSF”) and Invesco Trimark Ltd. (“ITL”) (both as managers of or advisors to individual funds that hold Common Shares of Intermap), and certain other investors, for a private placement of CDN$6,450,000 of units ("Units") of Intermap (the "Offering").
About the Offering
The Offering will consist of a non-brokered private placement by Intermap of 16,125,000 Units at a price of CDN$0.40 per Unit for gross proceeds of CDN$6,450,000.
Each Unit shall consist of one common share (a "Common Share") and one common share purchase warrant (a “Warrant”) of Intermap. Each Warrant will entitle the holder thereof to purchase one Common Share at a purchase price of CDN$0.48 per share for a period of three years from the issue date. The terms of the Offering include a mandate that requires the replacement of four of the current members of the Company’s Board of Directors. The investors participating in the Offering will not be appointing any of the four new directors. The replacement of the Directors is scheduled to take place at or before the time of the Company’s next annual general meeting currently scheduled to be held in late July or early August 2011.
“This financing is an important requirement in our process to restructure Intermap and create a growing and profitable company in the future,” said Todd Oseth, Intermap’s new Chief Executive Officer. “The financing will provide the necessary working capital to move the Company forward with its new business plan. I’m pleased to see that our largest shareholders continue to support the vision of the Company."
The Offering is anticipated to close on or about April 28, 2011, subject to receiving the required regulatory approvals; however in no event earlier than April 28, 2011. The Company has 61,481,183 issued and outstanding Common Shares currently. Assuming exercise of all of the Warrants to be issued pursuant to the private placement, 32,250,000 Common Shares, equal to 52.4% of the currently issued and outstanding Common Shares will be issued.
As part of the private placement, SSF has agreed to purchase 10,750,000 Units (CDN$4,300,000) and ITL has agreed to purchase 3,500,000 Units (CDN$1,400,000). The remainder of the Units will be subscribed for by arm’s-length investors.
The obligation of the investors to purchase the Units under the Offering is subject to a number of conditions, including Intermap having received conditional approval of the private placement and the listing of the Common Shares to be issued in the Offering from the TSX, subject only to the satisfaction by Intermap of customary post-closing conditions imposed by the TSX in similar circumstances, and without the requirement of Intermap to obtain shareholder approval to the Offering.
Use of Proceeds
The proceeds of the Offering will be used by the Company to fund working capital, expand its Internet commerce capabilities, integrate third party terrain data, and for general corporate purposes.
Pro Forma Ownership of Major Shareholders
SSF holds, directly or indirectly, 4,301,204 Common Shares (representing approximately 7.0% on a non-diluted basis of the currently issued and outstanding Common Shares). Following completion of the Offering, SSF will hold, directly or indirectly, 15,051,204 Common Shares and 10,750,000 Warrants (representing, if CDN$6,450,000 is raised, approximately 19.4% on a non-diluted basis and approximately 29.2% on a partially diluted basis, taking into account only those Warrants held by SSF, of the issued and outstanding Common Shares).
ITL holds, directly or indirectly, 11,661,100 Common Shares (representing approximately 19.0% on a non-diluted basis of the currently issued and outstanding Common Shares). Following completion of the Offering, ITL will hold, directly or indirectly, 15,161,100 Common Shares and 3,500,000 Warrants of the Company (representing, if CDN$6,450,000 is raised, approximately 19.5% on a non-diluted basis and approximately 23.0% on a partially diluted basis, taking into account only those Warrants held by ITL, of the issued and outstanding Common Shares).
TSX Matters
Intermap will apply to list the Common Shares issuable under the Offering, including Common Shares issuable pursuant to the exercise of the Warrants, on the TSX. The Offering is subject to the approval of the TSX. Since the Offering will (i) provide for the issuance of Common Shares and Warrants to insiders of the Company of greater than 10% of the number of Common Shares which are currently outstanding, (ii) provide for the issuance of Common Shares and Warrants of greater than 25% of the currently outstanding Common Shares, and (iii) be deemed under the rules of the TSX to materially affect control of the Company, the rules of the TSX require that, unless an exemption is applicable, the Company obtain approval of the Offering from the holders of a majority of the Common Shares, excluding the votes attached to the Common Shares held by ITL. However, the rules of the TSX contain an exemption from the requirement to obtain shareholder approval if a committee of independent board members of the Company, free from any interest in the Offering and unrelated to the parties involved in an offering, has recommended the Offering, and the independent members of the board of directors have resolved that the Company is in serious financial difficulty, the Offering is designed to improve the Company’s financial condition, and the Offering is reasonable for the Company in the circumstances.
The Company’s board of directors established a special committee consisting of three of the Company’s independent directors. These independent directors concluded that the Company is in serious financial difficulty, the proposed Offering is designed to improve the Company’s financial condition and the Offering is reasonable for the Company in the circumstances. The special committee concluded that the Company is in serious financial difficulty and that if the proposed Offering is not completed in the very near term, the Company may be forced to cease operations.
The TSX has advised the Company that reliance on this exemption will automatically result in a TSX de-listing review to confirm that the Company continues to meet TSX listing requirements. The Company believes the de-listing review is a routine procedure when using this exemption and currently complies with applicable TSX listing requirements and expects to continue to comply with such requirements following completion of the financing.
By enhancing the Company’s working capital, the Offering will significantly improve Intermap’s financial position and ability to execute its business plan. If Intermap is not able to conclude the Offering and does not receive additional financial resources in the near term, it might cease operations.
This news release does not constitute an offer to sell any of Intermap’s securities. The securities offered under the Offering have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press 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 any State in which such offer, solicitation or sale would be unlawful.
About Intermap Technologies
Intermap Technologies is a preeminent digital mapping and geospatial solutions provider that has set the industry standard for creating uniform high-resolution 3D digital models of the earth’s surface. The Company has proactively remapped entire countries and built uniform national databases, called NEXTMap, consisting of affordably priced elevation data and geometric images of unprecedented accuracy. Demand for NEXTMap data and the Company’s contract mapping services is growing as commercial applications emerge within the GIS, federal & civil government, national mapping, defence and intelligence, automotive, insurance risk assessment, wireless telecommunications, and cloud-based web services markets.
Headquartered in Denver, Colorado, Intermap has offices in Calgary, Jakarta, Munich, Prague, and Washington, D.C. For more information, visit www.intermap.com.
Intermap Reader Advisory
Certain information provided in this news release constitutes forward-looking statements. 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 Annual Information Form 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.
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