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).
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