UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 40-F

 

 

 

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2025

Commission file number: 000-56743

 

 

 

Intermap Technologies Corporation

(Exact name of Registrant as specified in its charter)

 

 

 

Alberta, Canada   7374   88-6548544

(Province of other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

385 Inverness Parkway, Suite 105

Englewood, Colorado 80112

(303) 708-0955

(Address and telephone number of Registrant’s principal executive offices)

 

 

 

Intermap Technologies Corporation

385 Inverness Parkway, Suite 105

Englewood, Colorado 80112

(303) 708-0955

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

None

(Title of Class)

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

 

For annual reports, indicate by check mark the information filed with this Form:

☒ Annual information form ☒ Audited annual financial statements

 

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

72,437,664 Common Shares as of December 31, 2025

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Not applicable

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Not applicable

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

Intermap Technologies Corp. (“Intermap” or the “Company”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 405 under the Securities Act of 1933, as amended. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

 

 

 

 

FORWARD LOOKING INFORMATION

 

This Annual Report on Form 40-F (this “Annual Report”) and the exhibits attached hereto contains forward-looking statements within the meaning of applicable Canadian securities laws and “forward-looking statements” (and together with “forward-looking information,” “FLI”) within the meaning of the US Private Securities Litigation Reform Act of 1995. FLI reflects management’s expectations, estimates and projections concerning future events in relation to the Company’s business and the economic environment in which it operates.

 

These statements relate to management’s expectations about future events, results of operations, and the future performance (both financial and operational) and business prospects of Intermap. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are typically identified by words such as “may”, “will”, “should”, “could”, “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “target”, “believe”, and similar expressions suggesting future outcomes, and includes statements that actions, events, or conditions “may”, “would”, “could”, or “will” be taken or occur in the future. These forward-looking statements may be based on assumptions that the Company believes to be reasonable based on the information available on the date such statements are made, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties, and other factors which may cause actual results, levels of activity, and achievements to differ materially from those expressed or implied by such statements. The forward-looking information contained in this Annual Report is based on certain assumptions and analysis by management of the Company in light of its experience and perception of historical trends, current conditions and expected future development and other factors that it believes are appropriate.

 

The material factors and assumptions used to develop the forward-looking statements herein include, but are not limited to, the following: (i) there will be adequate liquidity available to the Company to carry out its operations; (ii) payments on material contracts will occur within a reasonable period of time after contract completion; (iii) the continued sales success of Intermap’s products and services; (iv) the continued success of business development activities and contract renewals; (v) there will be no significant delays in the development and commercialization of the Company’s products; (vi) the Company will continue to maintain sufficient and effective production and software development capabilities to compete on the attributes and cost of its products; (vii) there will be no significant reduction in the availability of qualified and cost-effective human resources; (viii) the continued existence and productivity of subsidiary operations; (ix) demand for geospatial related products and services will continue to grow in the foreseeable future; (x) there will be no significant barriers to the integration of the Company’s products and services into customers’ applications; (xi) the Company will be able to maintain compliance with applicable contractual and regulatory obligations and requirements, and (xii) superior technologies/products are not developed that would render the Company’s current product offerings inferior or obsolete.

 

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, nature of government contracts, 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, international and political considerations, tariffs or other international trade disputes, environmental and social-related regulatory activity, the ability of our U.S. subsidiary to preserve and use U.S. net operating losses in the future as a result of ownership changes and artificial intelligence, including but not limited to those risks and uncertainties discussed under the heading “Risk Factors” in Intermap’s Annual Information Form filed as Exhibit 99.1 to this Annual Report, incorporated herein by reference, or the Company’s other filings with securities regulators, all accessible under the electronic profile of Intermap on SEDAR+ at www.sedarplus.ca. The impact of any one risk, uncertainty, or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent, and the Company’s future course of action depends on management’s assessment of all information available at the relevant time.

 

The forward-looking statements in this Annual Report represent the expectations of management as of the date hereof and, accordingly, are subject to change after such date. The Company disclaims any intention or obligation to revise or update any forward-looking information as a result of new information, future events or otherwise.

 

CURRENCY

 

The Company presents its consolidated financial statements in thousands of United States dollars unless otherwise specified. All dollar amounts in this Annual Report are stated in United States dollars (“$”), except where otherwise indicated.

 

 

 

 

CANADIAN ANNUAL DISCLOSURE DOCUMENTS

 

The following documents are filed as exhibits to this Annual Report and are incorporated by reference herein:

 

1. The Annual Information Form of the Company for the fiscal year ended December 31, 2025, which is filed as Exhibit 99.1 to this Annual Report (the “AIF”);

 

2. Audited Consolidated Financial Statements of the Company for the fiscal year ended December 31, 2025, which is filed as Exhibit 99.2 to this Annual Report (the “Annual Financial Statements”); and

 

3. Management’s Discussion and Analysis of the Company for the fiscal year ended December 31, 2025, which is filed as Exhibit 99.3 to this Annual Report (the “Annual MD&A”).

 

CERTIFICATIONS

 

See Exhibits 99.4, 99.5, and 99.6 to this Annual Report.

 

DISCLOSURE CONTROLS AND PROCEDURES

 

The information provided in the section entitled “Internal Controls and Disclosure Controls and Procedures” in the Annual MD&A filed as Exhibit 99.3 to this Annual Report, is incorporated herein by reference.

 

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

 

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The information provided in the section entitled “Internal Controls and Disclosure Controls and Procedures – Changes in Internal Control Over Financial Reporting” in the Annual MD&A filed as Exhibit 99.3 to this Annual Report, is incorporated herein by reference.

 

NOTICES PURSUANT TO REGULATION BTR

 

The Company did not send any notices required by Rule 104 of Regulation BTR during the year ended December 31, 2025, concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

 

AUDIT COMMITTEE FINANCIAL EXPERT

 

The Company’s audit committee is currently comprised of two members: Mr. Jordan Tongalson (Chair) and Mr. Philippe Frappier. Each member of the audit committee is a non-employee member of the Company’s Board.

 

The Board has determined that the Company has at least one “audit committee financial expert” (as defined under Item 407 of Regulation S-K) and the Company has designated Jordan Tongalson as its “audit committee financial expert”. In addition, each member of the Company’s audit committee is financially literate, as required by the Nasdaq rules and Canadian securities laws. All members of the Company’s audit committee are “independent” members of the Board, as required by the Nasdaq rules and Canadian securities laws.

 

 

 

 

CODE OF ETHICS

 

The Company has a “code of ethics” (as defined in paragraph (9)(b) of General Instruction B to Form 40-F) that applies to all the Company’s employees, officers and directors, including the Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller, and persons performing similar functions.

 

The Company’s Code of Business Conduct and Ethics, is filed as Exhibit 99.9 to this Annual Report, and is available without charge on the Company’s website at www.intermap.com or upon request from the Corporate Secretary, Intermap Technologies Corp., 385 Inverness Parkway, Suite 105, Englewood, Colorado 80112 (telephone (303) 708-0955).

 

During the fiscal year ended December 31, 2025, there have not been any waivers of, including implicit waivers of, any provision of the Code of Business Conduct and Ethics which is applicable to the Company’s Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (9)(b) of General Instruction B to Form 40-F.

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

MNP LLP (Auditor Firm ID: 1930) served as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025.

 

KPMG LLP (Auditor Firm ID: 085) served as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024.

 

In aggregate, the billings by the Company’s independent registered public accounting firms for the fiscal years ended December 31, 2025 and 2024 equaled $1,075,476 and $322,225, respectively, as detailed below:

 

   2025   2024 
    MNP    KPMG    Total    KPMG 
Audit Fees (1)  $400,000   $275,000   $675,000   $253,000 
Audit-related Fees (2)   42,121    280,500    322,621    Nil 
Tax Fees (3)   60,750    17,105    77,855    69,225 
All Other Fees (4)   Nil    Nil    Nil    Nil 
Total  $502,871   $572,605   $1,075,476   $322,225 

 

Notes:

 

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

 

(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

 

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

 

(4) “All Other Fees” includes all other non-audit services.

 

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

 

The information provided in the section entitled “Audit Committee Information – Pre-Approval Policies and Procedures” in the AIF filed as Exhibit 99.1 to this Annual Report, is incorporated herein by reference.

 

 

 

 

100% of audit-related fees, tax fees or other non-audit fees were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

None of the hours expended on the principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The required disclosure is provided under the heading “Off-Balance Sheet Arrangements” in the Annual MD&A attached hereto as Exhibit 99.3 to this Annual Report, which is incorporated herein by reference.

 

CONTRACTUAL OBLIGATIONS

 

The information provided in the section entitled “Contractual Obligations” in the Annual MD&A filed as Exhibit 99.3 to this Annual Report, is incorporated herein by reference.

 

IDENTIFICATION OF THE AUDIT COMMITTEE

 

The Company has a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The Audit Committee is composed of Mr. Jordan Tongalson (Chair) and Mr. Philippe Frappier, as described under “Audit Committee Information – Composition of the Audit Committee” in the AIF filed as Exhibit 99.1 to this Annual Report.

 

MINE SAFETY DISCLOSURE

 

Not applicable.

 

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not applicable.

 

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

 

Not applicable.

 

UNDERTAKING

 

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

 

CONSENT TO SERVICE OF PROCESS

 

The Company has previously filed with the Commission a written consent to service of Process on Form F-X. Any change to the name or address of the Company’s agent for service of process shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of the Company.

 

 

 

 

EXHIBIT INDEX

 

Exhibit   Description
     
99.1   Annual Information Form of the Company dated March 31, 2026.
99.2   Audited Consolidated Financial Statements for the fiscal year ended December 31, 2025.
99.3   Management’s Discussion and Analysis for the fiscal year ended December 31, 2025.
99.4   Chief Executive Officer certification required by Rule 13a-14(a).
99.5   Chief Financial Officer certification required by Rule 13a-14(a).
99.6   Certifications of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b).
99.7  

Consent of MNP LLP (Auditor Firm ID: 1930).

99.8   Consent of KPMG LLP (Auditor Firm ID: 085).
99.9   Code of Business Conduct and Ethics dated May 17, 2021.
101.INS   Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH   Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104   Cover page formatted as Inline XBRL and contained in Exhibit 101

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.

 

INTERMAP TECHNOLOGIES CORP.  

 

 
/s/ Patrick A. Blott  
Patrick A. Blott  

Chief Executive Officer

Date: March 31, 2026

 

 

 

 

Exhibit 99.1

 

 

INTERMAP TECHNOLOGIES CORPORATION

 

ANNUAL INFORMATION FORM

 

YEAR ENDED DECEMBER 31, 2025

 

Corporate Office

385 Inverness Pkwy

Suite 105

Englewood, Colorado 80112

U.S.A.

 

March 31, 2026

 

 

 

 

TABLE OF CONTENTS

 

FORWARD-LOOKING STATEMENTS   1
CORPORATE STRUCTURE   2
GENERAL DEVELOPMENT OF THE BUSINESS   3
DESCRIPTION OF THE BUSINESS   8
General Overview   8
Business Model and Revenue   13
Revenues by Product Category   14
Pricing   14
Principal Markets   14
Selling and Distribution Methods   15
Production Process   15
Competition   17
Business Cycles   19
Employees   19
Foreign Operations   19
RISK FACTORS   19
DIVIDENDS   25
DESCRIPTION OF CAPITAL STRUCTURE   26
MARKET FOR SECURITIES   26
Trading Price and Volume   27
Prior Sales   27
DIRECTORS AND EXECUTIVE OFFICERS   29
LEGAL PROCEEDINGS AND REGULATORY ACTIONS   30
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS   30
TRANSFER AGENT AND REGISTRAR   31
MATERIAL CONTRACTS   31
INTERESTS OF EXPERTS   31
AUDIT COMMITTEE INFORMATION   31
ADDITIONAL INFORMATION   33
SCHEDULE A – Audit Committee Charter A-1

 

 

 

 

Date of Information

 

This annual information form of Intermap Technologies® Corporation is dated March 31, 2026 (the “AIF”) and, unless the context otherwise requires, all references to the “Company” or “Intermap” means Intermap Technologies® Corporation and its subsidiaries. All information in this AIF is as of December 31, 2025, being the date of the Company’s most recently completed financial year, unless otherwise stated.

 

FORWARD-LOOKING statements

 

In the interest of providing the shareholders and potential investors of Intermap Technologies® Corporation with information about the Company and its subsidiaries, including management’s assessment of Intermap’s® and its subsidiaries’ future plans and operations, certain information provided in this AIF constitutes forward-looking statements or information (collectively, “forward-looking statements”). Forward-looking statements are typically identified by words such as “may”, “can”, “will”, “shall”, “should”, “could”, “anticipate,” “expect,” “project,” “estimate,” “forecast,” “plan,” “hope”, “likely”, “intend,” “target,” “believe,” and similar expressions suggesting future outcomes, and includes statements that actions, events, or conditions “may”, “would”, “could”, or “will” be taken or occur in the future. These forward-looking statements may be based on assumptions that the Company believes to be reasonable based on the information available on the date such statements are made, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties, and other factors which may cause actual results, levels of activity, and achievements to differ materially from those expressed or implied by such statements. The forward-looking information contained in this AIF is based on certain assumptions and analysis by management of the Company in light of its experience and perception of historical trends, current conditions and expected future development and other factors that it believes are appropriate.

 

The material factors and assumptions used to develop the forward-looking statements herein include, but are not limited to, the following: (i) there will be adequate liquidity available to the Company to carry out its operations; (ii) payments on material contracts will occur within a reasonable period of time after contract completion; (iii) the continued sales success of Intermap’s products and services; (iv) the continued success of business development activities and contract renewals; (v) there will be no significant delays in the development and commercialization of the Company’s products; (vi) the Company will continue to maintain sufficient and effective production and software development capabilities to compete on the attributes and cost of its products; (vii) there will be no significant reduction in the availability of qualified and cost-effective human resources; (viii) the continued existence and productivity of subsidiary operations; (ix) demand for geospatial related products and services will continue to grow in the foreseeable future; (x) there will be no significant barriers to the integration of the Company’s products and services into customers’ applications; (xi) the Company will be able to maintain compliance with applicable contractual and regulatory obligations and requirements, and (xii) superior technologies/products are not developed that would render the Company’s current product offerings inferior or obsolete.

 

1

 

 

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, nature of government contracts, 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, international and political considerations, tariffs or other international trade disputes, environmental and social-related regulatory activity, the ability of our U.S. subsidiary to preserve and use U.S. net operating losses in the future as a result of ownership changes and artificial intelligence, including but not limited to those risks and uncertainties discussed under the heading “Risk Factors” in this AIF and the Company’s other filings with securities regulators. The impact of any one risk, uncertainty, or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent, and the Company’s future course of action depends on Management’s assessment of all information available at the relevant time. Except to the extent required by law, the Company assumes no obligation to publicly update or revise any forward-looking statements made in this AIF, whether as a result of new information, future events, or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on the Company’s behalf, are expressly qualified in their entirety by these cautionary statements.

 

UNLESS OTHERWISE NOTED, ALL DOLLAR OR $ REFERENCES IN THIS AIF ARE EXPRESSED IN UNITED STATES DOLLARS.

 

CORPORATE STRUCTURE

 

Intermap Technologies Corporation (“Intermap” or the “Company”) was formed through the issuance of a Certificate of Amalgamation under the Business Corporations Act (Alberta) on February 25, 1997, as Intermap Technologies Limited. On November 11, 1996, the Company acquired all the assets that had comprised the image mapping services division of Intera Information Technologies Corporation (IITC), a company which traces its history operating mapping aircraft for the U.S. Army back to 1919. Many of the senior members of Intermap’s original management team were long-term employees of IITC, including the chief executive officer of IITC. The Company changed its name to Intermap Technologies Corporation and consolidated its Class A Common shares (the Shares or Common Shares) on a 12.5-to-one basis by Articles of Amendment filed on May 25, 1999. On December 1, 2017, the Company consolidated all of its outstanding Common Shares on a 10-to-one basis.

 

The head office of Intermap is located at 385 Inverness Parkway, Suite 105, Englewood, Colorado, USA 80112. Its registered office is located at 400, 3rd Avenue SW, Suite 3700, Calgary, Alberta, Canada T2P 4H2.

 

Intermap has two wholly-owned subsidiaries of material financial significance: Intermap Technologies, Inc. (Intermap U.S.A.), a corporation formed under the laws of Delaware, with its head office located in Englewood, Colorado and Intermap Insurance Solutions Inc., a corporation formed under the laws of Delaware and a wholly owned subsidiary of Intermap U.S.A.

 

2

 

 

Intermap U.S.A. satisfies a United States federal government requirement that a United States entity own certain of the technologies used by Intermap. Intermap Insurance Solutions Inc. provides software and services to the global insurance sector. The Company actively conducts business under its own name and through Intermap U.S.A. and Intermap Insurance Solutions Inc. The following chart illustrates the structure of the Company’s active subsidiaries and percentage of ownership.

 

 

GENERAL DEVELOPMENT OF THE BUSINESS

 

General History

 

Intermap was formed on January 31, 1996 and commenced active business operations on September 1, 1996. On November 11, 1996, the Company acquired all of the assets that had comprised the image mapping services division of Intera Information Technologies Corporation (IITC), a company which traces its history operating mapping aircraft for the U.S. Army back to 1919. On February 25, 1997, Intermap amalgamated with a junior capital pool corporation (effectively a publicly listed shell company) listed on the Alberta Stock Exchange (now the TSX Venture Exchange). On February 25, 2021, the Company’s common shares started trading on the OTCQX® Best Market in the United States.

 

The assets acquired from IITC included cash and cash equivalents, employees, contracts, software, equipment, and goodwill. On November 11, 1996, under a Transfer, Assignment, and License Agreement (the “ERIM Agreement”) among Intermap, Environmental Research Institute of Michigan (ERIM), and Intermap U.S.A., Intermap acquired the rights to certain International Traffic in Arms Regulations (ITAR) restricted digital mapping technology developed by the Defense Advanced Research Projects Agency (DARPA).

 

Today, Intermap generates revenue from two market segments, government and commercial, and three product categories: geospatial data collection, value-added data production and licensing, and related downstream software solutions and services. Intermap’s software solutions and services are unique because they bundle Intermap’s proprietary data collection, processing infrastructure, and archive library.

 

2022

 

In March 2022, the Company raised C$2.0 million through a private placement from treasury that included longstanding investors as well as new shareholders.

 

In October 2022, the Company announced the expansion of the Czech insurance business, with members of the Czech Association of Insurers committing to multiyear, multi-license contracts, with a total value of $3.1 million, for Intermap’s flood risk software, Aquarius RMA, and a new generation of precision flood hazard maps. The Czech Association of Insurers underwrite 98% of the total premiums in the Czech Republic. This multi-license contract with the major insurers in the market will provide critical access to flood hazard maps, high-resolution 3D data, and analytics across the industry. Intermap’s cloud-based software will be integrated seamlessly into the insurers’ workflows, streamlining analytics and geocoding capabilities and providing a comprehensive evaluation of flood risk that insurers will use to underwrite property.

 

3

 

 

During the fourth quarter of 2022, the Company raised C$1.7 million and issued 3.27 million warrants with an accelerated expiry whereby in the event that the closing price on the Toronto Stock Exchange is equal to or greater than C$1.00 for 20 consecutive trading days, the Company shall have the right to accelerate the expiry date of the warrants, which will raise an additional C$2.0 million upon exercise.

 

Also, during the fourth quarter of 2022, the Company was awarded two patents, expanding its portfolio of intellectual property and innovative AI/ML solutions. One patent covers machine learning techniques that automatically measure a building’s first floor height above ground level. This measurement improves the accuracy of Intermap’s flood risk assessment capabilities to grow its market share of the U.S. and European flood insurance markets. The technology uses machine learning to inspect building frontage imagery and detect the first floor based on building features, then algorithmically measures the distance to the ground. The first-floor height above ground is a key measurement when determining the flood risk of a specific property. Intermap’s flood risk assessment solution provides property-specific flood risk information, whereas other flood risk indicators are based on flood zones.

 

The second patent relates to producing bare-earth digital terrain models (DTM) under dense forest using airborne foliage penetrating P-band radar. This capability gives Intermap the unique capability to detect the ground through dense foliage and adjust the models of the ground below the canopy. Intermap is developing AI/ML-driven inputs to this patented process, such as automatic target detection, to enhance its terrain models. Accurate DTMs are critical for the creation of countrywide topographic basemaps used for policy formation, natural resource management, disaster management and land use planning. Ground detection through dense foliage cannot be achieved with LiDAR, IFSAR or optical photogrammetry techniques. Intermap’s patented radar and processing technology will be invaluable in supporting upcoming governmental mapping projects in tropical areas such as Southeast Asia.

 

Intermap continues to be the preferred provider for many governments that are building some of the world’s most complex geospatial foundation datasets. Intermap is currently building situational awareness for five national governments on four continents. Colombia’s federal mapping agency, IGAC, continues to contract with Intermap to build high-resolution, 3D models and analytics in mountainous jungle terrain obscured by nearly perpetual cloud cover in the Amazon Rainforest. Intermap is continuing to see double digit growth in InsitePro subscription revenue and customers are renewing each year with increased annual premium and usage. Intermap’s patented, low latency IRIS technology, combined with NEXTMap, is being utilized to turn space imagery into useful geospatial intelligence by enabling orbital space infrastructure, including for orthorectification and altimetry-based accuracy validation.

 

4

 

 

2023

 

In January 2023, Intermap was awarded its first task orders under the U.S. Defense Department’s JANUS contract and provided geospatial products processed using its advanced AI/ML technology to support the program’s mission to create and integrate geospatial intelligence for authoritative, seamless, worldwide datasets. The following month, Intermap was selected by the U.S. Department of Defense to present its newest artificial intelligence processing technology and demonstrate how it can support the U.S. government with actionable, geo-precise data for situational awareness and planning processes. The Company’s digital tool integrates AI algorithms, machine learning, natural language processing, proprietary, global-scale, multi-sensor-derived terrain, object and feature catalogs, and open-source global data to identify, track, display and notify interested parties of current world events, threats and natural catastrophes. Intermap also received its first task order from the Department of the Interior (DOI) under the Digital Terrain Model (DTM) Data IDIQ prime contract to support the agency’s Safety of Dams program. This was a major milestone for the Company’s relationship with the DOI for supporting its mission to protect human life and property in the event of a dam failure.

 

At the start of 2023, multiple InsitePro subscribers renewed their multiyear subscriptions with increases ranging from 60% to 350% as growth continued with increasing commercial awareness and adoption of elevation data and geospatial analytics as a service. In the first quarter of 2023, InsitePro monthly recurring revenue was up by more than 13% compared with the end of 2022. During the storm season, InsitePro empowered customers to report excellent underwriting results after Tropical Storm Hilary. Hilary dropped a year’s worth of rain on Southern California in three days, but InsitePro’s robust risk selection delivered low claims totals, with some large California underwriter customers reporting no claims at all. In November 2023, Intermap announced a new collaboration with its partner, Twinn by Royal HaskoningDHV, to offer the global insurance industry enhanced, comprehensive flood, natural hazard and climate change data. The collaboration augments both companies’ spatial intelligence capabilities and transforms risk assessment services, enabling insurers to make informed decisions, diversify portfolios and better manage natural hazard risks worldwide.

 

Intermap’s European insurance business also grew significantly with new multiyear subscription contracts in Slovakia with an aggregate value of $1.3 million. The Company also expanded into the European real estate market, offering its Aquarius RMA flood risk solution to real estate brokers for property valuation.

 

In July 2023, Intermap was contracted to provide its high-resolution NEXTMap elevation data and precision radar imagery to support the United States Geological Survey (USGS) and NASA’s Artemis III simulations and training exercises in the Arizona desert. Elevation data is critical for training missions on Earth to prepare for space missions, like Artemis III, and provides crucial data and insights for teams to conduct operations in a simulated lunar environment.

 

During the third and fourth quarters of 2023, Intermap closed various private placements of units (“Units” and individually, a “Unit”), with each Unit consisting of one Class A common share of the Company and one transferable common share purchase warrant at subscription prices ranging from C$0.50 to C$0.55 per Unit for aggregate gross proceeds of C$2,030,625.

 

In September 2023, the Company was contracted to supply its NEXTMap elevation data to a global spacecraft/launch/communications operator to be used for simulation, regulatory compliance and global situational awareness, including ground station RF interference modeling.

 

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2024

 

In January 2024, Intermap was awarded a major contract to map the island of Sulawesi, representing 10% of Indonesia’s landmass under the national One Map program. This significant achievement demonstrates the Company’s ability to deliver high-resolution, cloud- and foliage-penetrating 3D data in dense tropical regions. Shortly thereafter, Intermap commenced work on the program, combining its unique airborne IFSAR technology with advanced AI/ML analytics to provide world-class geospatial capabilities.

 

By March 2024, Intermap had launched a new program in Malaysia to optimize water resources using AI/ML-driven data extraction, securing a $1 million award to enhance sustainable development. During this same period, the Company’s ongoing expansion into government infrastructure led to projects in Greece (focused on agriculture) and Malawi (for watershed management). Additionally, Intermap received its first payment from the Indonesian mapping contract, allowing full-scale deployment to proceed.

 

In April 2024, Intermap strengthened its position in Eastern Europe’s insurance sector by signing multiyear flood modeling subscriptions with major insurers in Slovakia. Early in the year, the Company’s global insurance business surpassed $1 million in total awards, reflecting increased commercial adoption of geospatial analytics. Intermap simultaneously renewed multiple InsitePro subscriptions, benefiting from broader commercial awareness of its precise elevation models and hazard data.

 

Throughout the summer, Intermap executed a series of private placements and public offerings, which concluded in August 2024 with over C$3 million raised to fund key initiatives, including the Sulawesi mapping program.

 

In August 2024, Intermap secured Phase Two of its prime contract with the U.S. Air Force to provide assured positioning, navigation, and timing solutions in GPS-denied environments. Later that month, the Company established a strategic partnership with Aon’s Impact Forecasting to enhance underwriting, risk management, and portfolio modeling for global insurers.

 

By September 2024, Intermap and its partner CACI were selected as a contracting team for the National Geospatial-Intelligence Agency’s Luno A program—worth up to $290 million over five years—emphasizing advanced commercial satellite imagery and AI-driven feature extraction. Vendors such as Intermap will compete on a full and open basis for delivery orders under this program.

 

During the third quarter of 2024, the Company issued 7,346,568 Units at a price of C$0.45 per Unit in connection with a private placement for aggregate gross proceeds of C$3.3 million.

 

In October 2024, Vienna Insurance Group’s Czech subsidiary adopted Intermap’s real estate valuation and flood risk solution, further underscoring the Company’s success in digitizing European underwriting and property analytics.

 

In November 2024, the Company announced third-quarter revenue growth of 241% year-over-year, largely fueled by its Indonesian data acquisition operations. Later that month, Intermap was awarded a subcontract for the U.S. Department of Defense supporting augmented reality solutions.

 

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2025

 

In January 2025, Intermap expanded its U.S. national security footprint when the Company’s team (led by CACI) was selected by the National Geospatial-Intelligence Agency (NGA) as a vendor on the Luno B commercial GEOINT IDIQ contract, valued at up to $200 million over a five-year ordering period, with delivery orders competed among awardees.

 

In February 2025, Intermap closed a bought deal LIFE offering and concurrent private placement, raising approximately C$11.3 million (C$6.65 million from the LIFE offering and C$4.61 million from the concurrent private placement) to fund operations and government program execution. The financing helped support continued program scale-up and near-term working capital needs.

 

By March 2025, Intermap’s commercial insurance momentum continued to build, with year-to-date insurance awards surpassing $1.1 million. This included a new large multiyear subscription with a major European bank-insurance group and a partnership with PREMIUM Insurance adopting Aquarius RMA, underscoring growing demand for Intermap’s underwriting and risk analytics solutions.

 

In May 2025, Intermap reported strong Q1 performance with revenue rising to $4.3 million (from $1.7 million in Q1 2024) and a 28% pro-forma adjusted EBITDA margin.

 

In June 2025, Intermap announced a change in auditor, appointing MNP LLP with the objective of uplifting to PCAOB audit standards in preparation for US securities registration and NASDAQ up-listing.

 

In August 2025, Intermap reported Q2 results, generating $3.0 million in revenue and $2.1 million in operating cash flow. The Company also updated on Indonesia program activity and introduced early implementation of IRAS, its AI-driven insurance underwriting assistant.

 

In September 2025, Intermap broadened its financing flexibility by filing a final short-form base shelf prospectus enabling issuance of up to $100 million over approximately 25 months under a Canada/U.S. MJDS structure. During the same month, the Company announced a $20.1 million bought deal at $3.00 per share, then upsized the financing to $25.0 million gross due to demand, and later filed the related prospectus supplement.

 

In November 2025, Intermap reported continued commercial revenue growth for the third quarter, with the U.S. and Europe representing approximately 90% of revenue, and highlighted adoption of its AI Risk Assistant platform. The Company also noted $21 million gross financing, $26.9 million in shareholders’ equity as of the end of the third quarter, and ongoing government pursuits including Indonesia ILASP bids and NOAA team selections.

 

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DESCRIPTION OF THE BUSINESS

 

General Overview

 

Intermap is focused on the creation, analysis, and provisioning of 3D terrain data and high-resolution thematic models of the Earth’s surface. The Company helps customers understand their terrain environment, as well as its natural and manmade features, to inform better decisions. Organizations that use its products include government planners, space and orbital sensor companies, GIS software users, regulatory agencies, insurance companies, military organizations, aviation authorities, commercial airlines, drone and helicopter companies, natural resource companies, telecommunications companies, environmental consultants, road transportation and logistics companies, land use planners, agricultural companies, consumer recreation apps, and navigation, simulation, and visualization companies.

 

Intermap deploys patented, dual-use sensors and processing technology that collect and fuse massive and disparate raw datasets into its commercial 3D geospatial library, called NEXTMap, the world’s largest. It then produces a suite of versatile, remotely sensed, 3D and multidimensional digital elevation models (DEM), precise, ground-true ortho-rectified images, map layers, thematic models, related digital infrastructure, software products, and solutions, all dynamically exploiting available sources, anytime, anywhere, at global scale - Your World. Made Simple.

 

Intermap’s sensor-agnostic, multiple-source approach, combined with proprietary, dual-use, company-owned military-grade sensors, which can be deployed as needed, patented processing engines and unique library, generate valuable, actionable geospatial intelligence. Its high-resolution, ground-true 3D data delivers decision advantage from a distance, with analytics available at speeds and scale, remotely through the cloud, that eliminate the need to deploy expensive, on-the-ground or in-field resources to answer geospatial questions and solve problems. This remote action is enabled by the dynamic geospatial intelligence Intermap provides.

 

Intermap’s customers can monitor and take remote action to optimize their land, air, space and sea assets; direct military mapping, surveillance, reconnaissance, and disaster response missions; monitor and analyze wetland, ice, vegetation, forest cover, including forest densities, harvest, soil erosion, depletion, regeneration, and flood zones; deploy highly reliable and precise operational navigation systems; conduct large scale transportation management, utility and land use planning, and remote insurance underwriting.

 

Over an extended period, Intermap invested several hundred million dollars to establish and productize its NEXTMap library of global 3D terrain data, much of it funded by meeting technology requirements for the U.S. government, including DARPA, the National Aeronautics and Space Administration (NASA), and the National Geospatial-Intelligence Agency (NGA). For its government customers, Intermap collects airborne IFSAR data, using a fleet of high-altitude jet aircraft equipped with dual-use and proprietary military-grade P-band SAR and X-band IFSAR sensors. From 2019-2025, Intermap invested more than $10 million to upgrade its proprietary sensor, platform and processing software. The Company has also patented a unique process to build highly accurate, 3D bare-earth DTMs, using proprietary radar that can penetrate to the ground through natural and manmade obstructions. In addition to 3D digital surface models (DSMs), Intermap provides extremely accurate DTMs over the same coverage areas. Intermap also invested more than $38 million from 2012 to 2016 to build leading-edge, 3D data exploitation and dissemination capability, using proprietary software, so products and solutions derived from its NEXTMap global library, augmented as required with new collections, are delivered with speed and scale, using intuitive, cloud-based software products and application programming interfaces accessible to non-expert geospatial users.

 

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Intermap’s patented Intelligent Resolution Improvement System (IRIS) is a flexible and automated workflow technology that produces proprietary, source-agnostic, enhanced DEMs covering the entire land area of the Earth several times over, combining its NEXTMap library with new collections from its own sensors, as well as from other multi-source data, including remotely sensed 3D points from LiDAR, 2D EO/optical and SAR sensors from airborne and space platforms. By incorporating multi-source data, IRIS builds sensed 3D points capturing a broad electromagnetic spectrum of information and provides more precise and reliable 3D models than alternative approaches that use single source data, statistics, and interpolation to estimate reality. IRIS enables Intermap to maintain, refresh, enrich and operationalize NEXTMap so its installed solutions comprise the best 3D data available from multiple sources, efficiently tailored to meet requirements, while never becoming stale.

 

The Company’s policy is to retain intellectual property rights to its data. Intermap offers elevation data products as-a-service, software as-a-service and data through subscriptions and licenses. Its customers on every continent benefit from Intermap’s content and architecture to maximize their own geospatial investment. In this way, Intermap helps governments build their authoritative geospatial datasets to rigorous specifications in 3D, then leverages that highest quality data to solve problems for commercial customers. Intermap’s integrated collection, processing, exploitation, and delivery, allow clients to build and manage world-class foundation data, providing ground truth so subsequent data layers can work together. This is particularly important for military applications. Intermap has worked with more than 50 countries to build their geospatial infrastructure. Recent advances in computing power, sensor resolution and variety, machine learning technology, and data architectures have made the exploitation of integrated datasets more accessible and valuable than ever. Commercial clients benefit from Intermap’s ability to leverage its core NEXTMap global library and proprietary cloud infrastructure, and integrate geospatial intelligence seamlessly into their traditional workflows, without the need for expert users – providing better answers, greater profitability, faster delivery and improved safety and accuracy without exorbitant capital spending.

 

For many reasons, the geospatial industry is at an important inflection point, in government and commercial markets, where powerful 3D data is made available to non-expert users to inform decisions. For many important applications, 3D data works far better than traditional 2D data to provide answers to geospatial problems, particularly for problems requiring automated change detection. Because of its long history, Intermap is in a key position to facilitate and benefit from this trend, which is accelerating, by operationalizing global-scale 3D data. The Company has extensive experience and continues to invest in global-scale, high-precision, 3D, source-agnostic data creation and delivery. Since 2017, it has built the tools, library and technology, including AI workflows, to provision these assets with speed, in the cloud, and integrated into user workflows, all reliably sourced from Intermap’s trusted and proprietary global, 3D foundation layer at 1-meter or better DEM resolution, with congruent orthorectified imagery at better than 15cm resolution.

 

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Intermap’s new applications are tailored to specific industries and even specific government agencies and companies, making the solutions cost effective and increasing customer reliance. Our innovative business model brings geospatial answers directly to imperative problems, offering data quality and speed as competitive advantages, and allowing our customers to acquire, repurpose, enrich and combine valuable geospatial data to answer questions and solve problems in ways that they can access from Intermap, without the need to duplicate complex infrastructure or sift through expensive data they do not need with uncertain quality and sourcing.

 

Intermap’s data margin is the difference between the cost of goods to develop new data products through NEXTMap and proprietary collection or acquisition (build) and the ability to monetize those data products as licenses, software or solution sales (deploy). Combined with advances in sensors and computing power, Intermap’s legacy capital investment in technology, data, sensors, systems architecture and platform allows us to monetize our products with extremely high data margin. The Company’s growing NEXTMap geospatial library powers AI-driven algorithms, making each new solution faster, cheaper to build, richer in content and more relevant. Intermap’s proprietary data library, unique sensors, patented technology, low latency process to invest, create, and maintain new data, and related application tools, collectively provide the Company with tremendous operating leverage and competitive advantages, driving product margins, volume, automation, and repeatability without incurring significant additional costs. This is the value of owning and maintaining a highly precise global digital elevation model and library and a fully vertically integrated sensor-to-user process.

 

For example, Intermap’s elevation data as-a-service and elevation analysis as-a-service, which deliver x, y and z coordinates, are growing +30%, driven by non-expert geospatial users in the insurance, telecommunications, and aviation industries. Similar trends are taking shape in government and military markets, to reduce latency, improve accuracy, and build scale, as decision makers push 3D geospatial capability to their non-expert geospatial users “at the edge.”

 

Summary of Products and Services

 

Data Acquisition and Production

 

Historically, this has been the Company’s core source of revenue. Work is project-based, typically with sovereign clients, and each project is tailored to the specific needs of the client. Intermap’s aircraft can operate around the world, and with the support of local partnerships, the Company has never failed to deliver on a data acquisition project. The digital elevation models created from this radar sensor have up to a 0.5-meter posting and vertical accuracy of up to 1-meter (LE90) in unobstructed regions with slopes less than 10 degrees. The image created from the radar sensor has been corrected to remove geometric distortions caused by the terrain and has up to a 0.25-meter resolution and horizontal accuracy 1.5-meter (CE90).

 

Value-added Data Licenses

 

Intermap’s radar sensor systems create three core digital map products as follows:

 

Digital Surface Model (DSM): a digital elevation model that measures the top surface of the earth and objects located on it. The DSM is derived from the radar hitting the top of objects or the “first-reflective-surface.” The DSM data includes vegetation, buildings, roads, and natural terrain features. Examples of DSM-related applications include line-of-sight calculations for cell tower placement, property development analysis, and military operations support. A DSM can also be used as a comparatively inexpensive means to improve the accuracy of cartographic products such as topographic line maps and road maps.

 

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Digital Terrain Model (DTM): a topographic model of the “bare earth.” A DTM is a DSM that has had vegetation, buildings, and other cultural features digitally removed, leaving just the underlying terrain. This is achieved using Intermap’s proprietary software tools that create terrain elevations based on measurements of the ground contained in the original radar data. A DTM provides a geometrically correct reference frame over which other data layers, such as aerial photography and other types of images, can be draped. The DTM, coupled with surface analysis tools, supports applications such as the development of accurate topographic maps. The DTM is also a valuable component in analysis involving various terrain characteristics such as profile, cross-section, line-of-sight, aspect, and slope. Examples of DTM-related applications include flood modeling, agricultural land analysis, recreational GPS applications, internet mapping, optical image orthorectification and automotive applications. Having this layer also improves the accuracy of the feature layers, including land cover and land use layers, that are concurrently extracted to create the DTM.

 

Multi-Frequency Orthorectified Radar Imagery (ORI): The system produces 5 image layers: four P-band polarimetric images (including HH, HV, VH, and VV) which provide information on infrastructure, including infrastructure under vegetative cover and one X-band image (HH polarization). All 5 radar images are grayscale, look similar to a black-and-white photograph, and image the earth’s surface. The ORIs are derived from the intensity of the radar wave that is rebounded from the earth’s surface back to the radar system, either X or P. The radar imagery is then processed using the DSM to remove the distortions that are inherent with any image collection process. This rectification process results in each pixel in the image being located in its correct geometric position. The ORI is typically used as the basis for extracting terrain features such as roads, trees, and buildings and for other mapping applications such as topographic line maps.

 

Intermap’s production and editing capabilities create the following digital products in areas the radar sensor has not collected data:

 

NEXTMap One: Precision, 3D geospatial data at an unprecedented 1-meter resolution, produced using Intermap’s patented Intelligent Resolution Improvement System (IRIS). By combining the best features from multiple sensors, IRIS generates a seamless global dataset that is both highly accurate and spatially rich. Intermap uses high-resolution satellite imagery along with multi-band radar, LiDAR and other datasets to produce NEXTMap One. This blend of data produces a very high vertical accuracy of up to 1-meter (LE90), enabling new applications at an affordable price. NEXTMap One is designed for continual and real-time updates, with planned yearly data updates.

 

Using the above core products as foundation elements, Intermap produces additional mapping and image products for its customers tailored to customer-specific accuracy requirements, file formats, and coordinate systems. These products include:

 

Custom contours: enable the end user to perform profile analyses, elevation identification, slope modeling, or to create detailed maps. Because these contours are based on the Company’s geospatial database DTM, the Company is able to offer higher accuracy digital map products than traditional publicly available products.

 

Terrain-derived hydrology datasets: provide water bodies and double line drainages. With this dataset, the end user can perform more accurate stream flow and soil erosion analyses, and snowmelt runoff predictions.

 

Terrain-derived coastline datasets: represent coastal boundaries in the end users’ areas of interest. The end user can use it in coastal GIS applications for more efficient and correct analyses.

 

Slope maps: represent the terrain’s degree of slope. This is useful for quick and effective slope analyses of the terrain.

 

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Aspect maps: display the cardinal direction of the slope for effective terrain analyses. The aspect helps define the amount of sunlight striking the surface of the terrain.

 

Hillshade image: provide the end user with a more accurate and clearer visualization of the topography. It is well suited for hiking applications, site planning, presentations, and plotting.

 

Contours: provide high quality contour layers as a visual aid to performing profile analysis, elevation identification, slope indication, or to create detailed maps.

 

Clutter: includes both Clutter Type and Clutter Height provided for all vegetation and urban clutter classes.

 

Land cover: provides a colorized land classification overlay that identifies and classifies the context of the urban footprint, open land, and forest cover.

 

Intermap’s data is licensed to clients for tightly defined end uses, or to value-added resellers to create and commercialize derivative products.

 

Data as-a-Service Solutions

 

InsitePro: InsitePro is configurable insurance underwriting software. The application calculates location-specific risk by combining the Company’s geospatial datasets with third-party and public information to create accurate and dependable risk assessments for natural catastrophe risk. InsitePro delivers risk information derived from complex risk models and datasets in a clear visual environment, in terms that fit seamlessly with a client’s business and workflow. Clients can evaluate single locations or large portfolios of locations quickly and easily. InsitePro is gaining market share in the United States insurance market with underwriters and carriers who are insuring flood. With changes to the National Flood Insurance Program, it is expected that demand for risk assessment solutions that can support flood underwriting will increase significantly. Beyond the United States, InsitePro is also gaining market share in Canada.

 

InsitePro is sold directly to clients as pre-paid annual subscriptions.

 

Aquarius Software and Solutions: In 2021 Intermap transitioned most of its European product suite onto cloud infrastructure, enabling multi-user licensing of country-specific solutions. With this new delivery infrastructure, the Company has been able to expand into new countries in the region.

 

Insurance software and solutions are sold directly to clients with the majority of revenue now based on pre-paid subscriptions.

 

NEXTView®: The Company’s high-quality configurable data solution serves various aviation markets, including avionics, drone and government regulatory agencies. The solution combines information and data from both Intermap and Lufthansa Systems to deliver superior terrain and obstacle awareness that improves airborne safety and efficiency. The partnership with Lufthansa Systems enabled the solution to be certified for avionic applications. This certification is a significant barrier to entry into the aviation market. Lufthansa currently serves a large market share of avionics manufacturers and airlines through which it offers NEXTView.

 

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Business Model and Revenue

 

Intermap’s foundational assets and core capabilities provide a competitive advantage. Any future competitors hoping to offer geospatial solutions on the same scale as Intermap will be faced with prohibitive capital costs and will be competing for customers who are able to purchase products and services with immediate availability from Intermap. Additionally, competitors’ software or AI products will not have access to Intermap’s proprietary geospatial archive.

 

Intermap operates in one industry segment, digital mapping and related services, with three different classifications of revenue: Acquisition Services (fee-for-service contracts), Value-added Data Licenses (geospatial database licensing), and Software and Solutions.

 

Geospatial Data Acquisition and Production Services

 

The Company’s mapping services business typically involves a client requesting imagery and/or a digital elevation model for a specific area and purpose. Intermap provides such data on a fee-for-service contract basis and then typically licenses the use of the data and/or digital maps to the customer. These custom mapping services projects have traditionally been conducted as a result of government or commercial contracts. The offerings frequently include data integration and maintenance programs. Project-specific contractual data acquisition has historically generated significant revenues and margins for the Company. However, they are unpredictable in timing and value, thus creating sources of revenue and margins that can vary significantly on a quarter-to-quarter and year-over-year basis. The Company is mitigating this risk by increasingly including as-a-service and on-premise proprietary software application layers that allow customers to rapidly maintain and update their data products. See “Risk Factors – Revenue Fluctuations.”

 

Value-added Data Licenses

 

Intermap creates and updates a worldwide database of location-based information which is licensed to a broad group of customers. Intermap adds value to raw data to maximize the revenue and usefulness for the client. The products are provisioned as a service or through on-premise license.

 

Software and Solutions

 

Intermap’s software is licensed with pre-paid annual subscriptions which generate recurring predictable revenue. Services are delivered on a contract-by-contract basis.

 

NEXTView is licensed for drone applications through annual subscriptions based upon the nature of the business and number of drones. Government aviation authorities purchase long-term licenses, with maintenance and updates sold in subsequent years.

 

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Revenues by Product Category

 

The Company recorded revenues for the following categories of products and services during the two most recently completed financial years:

 

(in thousands)  2025   2024 
Acquisition Services  $3,949   $10,496 
Value-added Data   1,408    3,110 
Software and Solutions   5,213    4,031 
   $10,570   $17,637 

 

The decline in Value-added Data and Acquisition Services related to government contracting delays in funded programs.

 

Pricing

 

Pricing for mapping services varies by customer, location, and their individual requirements. The project price under a contract is typically negotiated with the customer as a function of the area requested, its location, terrain characteristics, and the type of license requested.

 

The Company’s value-added data pricing is dependent on accuracy and includes set pricing per square kilometer or data usage level, if it is acquired as a service.

 

The Company’s software and solutions pricing includes annual subscriptions, data usage charges, and one-time purchases of enterprise level licenses, per-user, per-click and for specific functionality.

 

Principal Markets

 

Market Overview

 

Intermap believes that several markets requiring reliable location-based information and 3D terrain data exist as follows:

 

Government Agencies

 

A large portion of Intermap’s revenue comes from government contracts with national mapping agencies. The Company is a leading supplier of imagery, DSMs and DTMs to United States federal agencies, including the NGA and the USGS. As the Company collects data around the world, it expects increased opportunities to arise for selling licensed products to government agencies outside of the United States.

 

Data is a key requirement for many types of initiatives, including base mapping/cadastral systems, infrastructure planning, natural resource management, land use, risk management, economic development, navigation, telecommunications, military applications and intelligence.

 

Geospatial Data Market

 

Beyond government agencies, end users of geospatial data are found throughout the economy, including banks and financial institutions, automakers, telecommunications companies, software providers, engineering firms, real estate analytics companies, and more.

 

Intermap is continuing to develop its insurance software applications, InsitePro and Aquarius, to continue to gain market share in the U.S. and European markets. Underwriters and carriers concerned with flood and other natural catastrophe perils are increasingly demanding solutions that can help assess, segment, rate and select risks for underwriting. The multi-perils insurance industry is evolving quickly in the United States, Canada, Europe and Asia, and Intermap is poised to serve those growing markets.

 

Intermap is marketing its geospatial database to a number of traditional geospatial markets. In these markets, customers typically use desktop-based GIS and engineering systems offered by strategic companies such as ESRI (a GIS mapping software company), Autodesk (a 3D design software company), and Blue Marble - Global Mapper (a GIS data processing company) for planning, engineering, environmental management, site, or route selection and permitting.

 

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Selling and Distribution Methods

 

Data distribution occurs through direct sales, channel partners, value-added partners, OEMs, or through the Company’s Internet-based store.

 

Direct Sales

 

Direct sales are carried out through a commissioned sales team employed by the Company. The direct sales team is responsible for the sale of data acquisition services, licensing of the geospatial database, and software subscriptions.

 

Channel Partners

 

In order to reach markets not easily accessed by traditional direct selling efforts, the Company leverages a network of channel partners. These partnerships are established to broaden the Company’s customer base, penetrate new markets, and establish recurring revenue streams. The Company attempts to work with channel partners who are generally well-positioned in broad and diverse vertical markets. The channel partners distribute the Company’s products and services to their principal markets and create and sell solutions or consumer products based on the Company’s product infrastructure.

 

Production Process

 

The Company owns all of the technology required to create, collect, process, edit, and deliver products to its customers. All of the Company’s production processes, quality assurance, and quality control processes are documented under the Company’s ISO 9001:2000 Quality Management System.

 

Radar Production

 

Areas targeted for radar collection are first flight-planned by Intermap’s operations staff. Field crews are then dispatched to install GPS-based ground control points, as required. The aircraft and radar are subsequently flown to collect data over the target locations. The collected raw radar data is sent to the Company’s interferometric processing (IP) centers either in Denver, Colorado; Calgary, Alberta; or Jakarta, Indonesia. The DSM and ORI are fed into Intermap’s auto DTM engine. This engine creates a digital terrain model completely automatically which enables Intermap to scale up the production of our core products. Once the DSM, DTM, and ORI are generated, they are passed to quality assurance for checking where quality is ensured.

 

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Specialized Skill and Knowledge

 

The Company needs well-trained technical staff having knowledge in science, engineering, software development and radar-related disciplines and/or mapping. Many of its senior engineers are published leaders in their field with advanced degrees. Intermap fills a portion of its requirements for software developers, engineers, scientists, and technicians through recruitment programs at accredited colleges and universities. Career paths frequently lead from technician to design engineer or software developer, to manager. In addition, the requirement for mapping specialists is fulfilled from the conventional GIS community or through graduates of GIS programs at both community colleges and universities.

 

Radar Technology

 

The Company’s ability to produce multi-frequency radar imagery and 3D digital elevation models over large areas and with a high level of detail and accuracy results from its proprietary radar digital mapping technology. This technology remotely and simultaneously collects latitude, longitude, and elevation (x, y, and z coordinates) data with an extremely high level of efficiency relative to other mapping technologies. An added benefit of radar technology is the ability to collect data in poor visibility conditions (night or cloud cover) and to fly at high altitudes, which facilitates a wide swath of data collection. The Company’s standard DEM product provides a vertical accuracy of 0.5-meter resolution (LE90) in unobstructed regions with slopes less than 10 degrees and imagery of a horizontal resolution of up to 0.25-meters. The P-band sensor provides the unique capability of foliage penetration, providing imagery of infrastructure typically hidden below forest canopy at resolutions of up to 0.25-meters. Intermap believes it has a strong leadership position in the mapping industry as a result of its proprietary IFSAR radar technology.

 

The Company operates two radar systems. Each system consists of two quad-polarimetric P-band antennae, two X-band radar antennae coupled to a transmitter receiver and data storage system. Both radar systems are mounted in Learjet 36A aircraft.

 

Compared with competing technologies, the Company’s ability to produce data on time and within a specified budget is largely due to the radar technology’s all-weather acquisition capability (with the exception of abnormally high winds and turbulence) and its superior speed and efficiency. The post-collection processing of the data is also much faster and less labor-intensive than competing technologies (see “Competition).

 

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Competition

 

Data Acquisition

 

The Company’s geospatial solutions approach includes the use of an airborne remote sensing radar technology and there are a number of such technologies that compete with Intermap’s radar-based capabilities as summarized below:

 

LiDAR: Intermap believes that LiDAR is the most competitive technology to the Company’s IFSAR based radar system because of its availability and accuracy. The equipment is easily obtainable, and mapping services are usually offered by companies on a fee-for-service basis. Pricing, while project-specific, typically ranges from approximately $100 to $250 per square kilometer in the U.S. for large areas (>5000 kilometers square), roughly five to ten times the cost of Intermap’s products and the end product varies dramatically in quality and precision. In other parts of the world, the price can be significantly higher. However, given the high level of competition in the LiDAR sector, it is likely that prices will continue to be driven down. Although LiDAR is capable of higher accuracy than Intermap’s radar technology when collected at low altitudes, it continues to have challenges in our markets due to its inability to cover large areas efficiently, limited ability to fly in poor weather conditions, non-standard processing methods to derive hydro-enforced (rivers run downstream) DSM and DTM finished data products, and a much higher cost associated with collecting large areas relative to the Company’s radar technology. Furthermore, Intermap believes that LiDAR does not play a key role in the cloud belt regions of the world, due to its inability to operate through dense clouds. While Intermap considers its radar capability to be a competing technology, the Company also has partnership agreements with LiDAR suppliers to provide their products and services as part of an optimum geospatial solution for the Company’s customers and has processed and integrated LiDAR collections for many of its customers.

 

Other IFSAR Systems: The Company is currently unaware of any other commercially operational airborne IFSAR systems. Historic competitors such as Orbisat da Amazonia S.A. (Orbisat) and Fugro do not appear to have active airborne IFSAR capability at the present time.

 

Satellite Imagery: High-resolution commercial satellite technologies, with the capability to derive high resolution elevation models, have entered the market. Intermap partners with certain satellite imagery suppliers to provide dedicated geospatial solutions to its customers.

 

Optical and SAR Satellite Sensors: For technical and economic reasons, Intermap believes it is difficult to use satellite optical data from suppliers such as Maxar, Capella, Iceye, MDA and Planet to generate stereo images of large areas and apply photogrammetry or INSAR to create useful elevation data. Intermap has previously sold terrain data to satellite companies in order to provide them with the elevation data they require to rectify their satellite imagery for their customers. Intermap also sells terrain data to NGA, which is the largest customer for the satellite companies. The Company regards satellite imagery as a complementary 2D data layer, providing color or black-and-white optical images that can be draped over Intermap’s 3D terrain data.

 

With the recent advancements in Intermap’s Web Service offerings, based on the NEXTMap database, there are newfound possibilities in the orthorectification of satellite images. Intermap is now finding several high-resolution satellite providers are inquiring about services based on our NEXTMap database. These include both online and under license services.

 

The Ministry of Economy, Trade, and Industry (METI) of Japan and the United States National Aeronautics and Space Administration (NASA) released the ASTER GDEM V2 on October 17, 2011. This elevation model has a vertical accuracy of 20-meters compared to Intermap’s 0.5-meters. The first version of the ASTER GDEM, released in June 2009, was generated using stereo-pair imagery collected by the ASTER instrument onboard the satellite. ASTER GDEM coverage spans from 83 degrees north latitude to 83 degrees south, encompassing 99 percent of Earth’s landmass. The improved GDEM V2 adds 260,000 additional stereo-pairs, improving coverage and reducing the occurrence of artifacts. The refined production algorithm provides improved spatial resolution, increased horizontal and vertical accuracy, and superior water body coverage and detection. The ASTER GDEM V2 maintains the GeoTIFF format and the same gridding and tile structure as V1, with 30-meter postings and 1 x 1 degree tiles. This elevation data set has not been hydro-enforced and is negatively biased downward by approximately 10-meters. Intermap believes that this data is not sufficiently precise for most commercial applications such as aviation safety, environmental control, engineering, flood management and topographic mapping.

 

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Small SAR Satellite Sensors: A number of startups including Capella Space, Iceye, and Planet, have launched or are preparing to launch SAR smallsats. SAR satellites can gather data day and night, and through all weather conditions, but they do not possess the technology to produce high quality DEMs, nor is it their focus.

 

SAR Satellite Sensors: Starting with the launch of TerraSAR-X in 2010 by the German military, there are now a number of X-band SAR synthetic aperture radar (SAR) satellite systems that provide commercially available 2D data of varying resolutions depending on whether collection occurs in strip map (typically 3-meter resolution) or spotlight mode (up to 0.5-meter resolution). Nearly all the satellite SAR systems offer image-only products, with one exception: in 2007, a second TerraSAR-X satellite platform was launched in a tandem orbit with the origin creating the Tandem-X mission. This provides an interferometric solution to derive digital elevation data, which is available to the public as a 12-meter posting, 3-meter vertical accuracy elevation model, compared to 0.5-meter posting provided by Intermap.

 

One-Time Shuttle Mission: A NASA space shuttle mission flown in February 2000 generated near worldwide digital map coverage of the Earth’s surface, using IFSAR technology. Intermap was chosen by NGA to produce and edit the shuttle mission data. The digital maps generated by Intermap have a vertical accuracy of 10-meters at 30-meters horizontal resolution (USA), or DEM posting. Intermap believes that this data is not sufficiently precise for most commercial applications such as automobile related applications, aviation safety, environmental control, engineering, and flood management.

 

While Intermap expects competitors to eventually develop or acquire technology that competes with its IFSAR radar digital mapping capabilities, the Company believes that it has a lead in accuracy, efficiency, production throughput, know-how, and software tools to manage the production process. In particular, within the cloud belt, the high resolution (.25-meter) cloud free Multi-Frequency IFSAR radar image is still a key differentiator for Intermap. The Company’s business initiatives, InsitePro, 1-meter elevation data, World 30 DSM, and World 10 DSM, along with its e-commerce data store are intended to capitalize on the market lead Intermap believes it currently enjoys. Additionally, while Intermap considers satellite imagery to be a competing technology, the Company also has partnership agreements with certain satellite imagery suppliers to provide their products as part of an optimum geospatial solution for the Company’s customers.

 

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Software and Solutions

 

Intermap’s Insurance offerings, including software and services, face competition from software suppliers that include CoreLogic, Verisk, Aon, and Katrisk.

 

Intermap’s competitors may have significantly more financial, technical, marketing and other resources than the Company. Many of these competitors have extensive customer-bases and broader customer relationships than Intermap, and they also have longer operating histories and greater name recognition, particularly in the software product space. The Company believes that it competes effectively with higher quality proprietary datasets, delivered with a product that compares favorably on ease of use, specialization in solving specific customer problems, optimization of accessed datasets, pricing, and quality.

 

Business Cycles

 

The Company’s mapping services business is highly dependent on government budgeting cycles and, to a lesser extent, value added data re-sales to state and local governments that are also subject to government budgeting cycles. These government cycles can be as long as 36 months or more.

 

Data licensing and software/services can be sold with a much shorter sales cycle, typically three months or less.

 

Recurring revenue from software is a growing part of Intermap’s top line, which adds some stability to financial planning for the Company.

 

Employees

 

As of December 31, 2025, Intermap had 102 employees located in Calgary, Canada; Toronto, Canada; Englewood, Colorado, USA; New York, USA; California, USA; Virginia, USA; Washington, USA; South Carolina, USA; Tennessee, USA; the Czech Republic; and Jakarta, Indonesia.

 

Foreign Operations

 

The Company operates through its active subsidiaries which are based in the United States, Czech Republic, and Indonesia. The Company has a long history of performing projects in a wide variety of countries in addition to the countries in which it resides. In 2025, approximately 18% of Intermap’s revenue was derived from the United States, 38% from Asia Pacific, and 44% from Europe. For more details, see “Risk Factors – Foreign Operations” below and the financial statement note entitled “Segmented Information” of the consolidated financial statements for the year ended December 31, 2025, a copy of which is filed and is available on SEDAR+ at www.sedarplus.ca

 

Risk Factors

 

The risks and uncertainties described below are not exhaustive. Additional risks not presently known or currently deemed immaterial may also impair the Company’s business operations. If any of the events described in the following business risks actually occur, overall business, operating results, and the financial condition of the Company could be materially adversely affected.

 

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Negative Cash Flow from Operating Activities

 

The Company has experienced periods of negative operating cash flow in its most recent financial years. Accordingly, the Company may experience negative cash flow from operations in the future. The Company has incurred net losses in the past and may incur losses in the future unless it can derive sufficient revenues from its business. Such future losses could have an adverse effect on the market price of the Securities, which could cause investors to lose part or all of their investment.

 

Cash Flow and Liquidity

 

The Company is dependent upon its cash flow from operations to fund its business because it has no line of credit or credit facility currently in place. As of December 31, 2025, the Company had cash on hand of $22.5 million, current assets of $25.6 million and current liabilities of $5.0 million, resulting in positive working capital of $20.6 million. Given the Company’s cash balance, the Company believes it has sufficient cash to fund its operations for the next 12 months. This expectation reflects certain assumptions of management, including, among other things, growth estimates in respect of the Company’s revenues based on the Company’s ability to successfully secure sales with upfront payments, anticipated levels of capital expenditures and other costs expected to be incurred over the next 12 months. If these assumptions prove to be incorrect and the Company generates negative operating cash flows in a future period, the Company may need to obtain alternative sources of funding. However, there can be no assurance that additional funding will be available or, if available, that it will be available on acceptable terms. If adequate funds are not available, the Company may have to substantially reduce or otherwise eliminate certain expenditures, which could have a material adverse effect on the Company’s operations and financial condition. There can be no assurance that the Company will be able to raise additional capital if its capital resources are depleted or exhausted.

 

Availability of Capital

 

Cash generated from operations may not be sufficient to satisfy current liquidity requirements. As such, the Company will require additional capital. The extent of the Company’s future capital requirements will depend on many factors, including, but not limited to, the market acceptance of its products and services, demand for geospatial related products and service, and competition within this industry. No assurance can be given that any such additional funding will be available or that, if available, it can be obtained on terms favorable to the Company.

 

Revenue Fluctuations

 

Intermap’s revenue has fluctuated over the years. Acquisition services projects, the purchase of value-added data, and the purchase of software and solutions by the Company’s customers are all scheduled per customer requirements and the timing of regulatory and/or budgetary decisions. The commencement or completion of acquisition projects within a particular quarter or year, the timing of regulatory approvals, operating decisions of clients, and the fixed-cost nature of Intermap’s business, among other factors, may cause the Company’s results to vary significantly between fiscal years and between quarters in the same fiscal year.

 

Nature of Government Contracts

 

Intermap conducts a significant portion of its business either directly from, or in cooperation with, the United States government, other governments around the world, and international funding agencies. The current state of the public finances in many of the countries the Company has historically operated in has led to reductions in the amount of data ordered by its government customers. In addition, many of Intermap’s products and services require government appropriations and regulatory licenses, permits, and approvals, the timing and receipt of which are not within Intermap’s control. Any of these factors could have an effect on Intermap’s revenue, earnings, and cash flow.

 

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Foreign Operations

 

A significant portion of Intermap’s revenue is expected to come from customers outside of the United States and is therefore subject to additional risks, including foreign currency exchange rate fluctuations, agreements that may be difficult to enforce, receivables difficult to collect through a foreign country’s legal system, and the imposition of foreign-country-imposed withholding taxes or other foreign taxes.

 

Dilution

 

The Company may issue additional securities, which may dilute existing securityholders.

 

Key Customers

 

During 2025, the Company had two key customers that accounted for 49% of total revenue. During 2024, 60% of the revenue was attributable to one key customer. To the extent that significant customers cancel or delay orders, Intermap’s revenue, earnings, and cash flow could be materially and adversely affected.

 

Executive Talent

 

Intermap is focused on aligning its resources with its acquisition services, value-added data and software and solutions revenue opportunities. This requires the retention of executive talent. The Company will continue to invest in training and leadership development in response to the changes within the Company to retain talent.

 

Competing Technologies

 

With respect to the Company’s software applications, several direct and indirect competitors are currently in the market with product offerings that could be considered at least partially competitive to Intermap’s products. These potential competitors vary in size and could have greater technical and/or financial resources than the Company, to develop and market their products. The financial performance of the Company may be adversely affected by such competition. Intermap continues to evaluate its data collection capabilities and look for improvements to the performance of its core technologies. Although there are only a few direct Intermap competitors currently, the industry is characterized by rapid technological progress. Intermap’s ability to continue to develop and introduce new products and services, or incorporate enhancements to existing products and services, may require significant additional research and development expenditures and investments in support infrastructure.

 

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Any required additional financing needed by the Company to remain competitive with these other technologies may not be available or, if available, may not be on terms satisfactory to the Company.

 

Common Share Price Volatility

 

The market price of the Company’s common shares has fluctuated widely in recent periods and is likely to continue to be volatile. A number of factors can affect the market price of Intermap’s common stock including (i) actual or anticipated variations in operating results, (ii) the low daily trading volume of the Company’s stock, (iii) announcement of technological innovations or new products by the Company or its competitors, (iv) competition, including pricing pressures and the potential impact of competitors products on sales, (v) changing conditions in the geospatial and related industries, (vi) unexpected production difficulties, (vii) changes in financial estimates or recommendations by stock market analysts regarding Intermap or its competitors, (viii) announcements by Intermap or its competitors of acquisitions, strategic partnerships, or joint ventures, (ix) additions or departures of senior officers, (x) changes in economic or political conditions (xi) the selling of significant holdings by large investors, and (xii) the Company’s ability to meet the continued listing requirements of the Toronto Stock Exchange to maintain the listing of its common shares.

 

Loss of Proprietary Information

 

Intermap currently holds patents on the technology used in its operations and products and it also relies heavily on trade secrets, know-how, expertise, experience, and the marketing ability of its personnel to remain competitive. Although Intermap requires all employees, consultants, and third parties to agree to keep its proprietary information confidential, no assurance can be given that the steps taken by Intermap will be effective in deterring misappropriation of its technologies. Additionally, no assurance can be given that employees or consultants will not challenge the legitimacy or scope of their confidentiality obligations, or that third parties, in time, could not independently develop and deploy equivalent or superior technologies.

 

Software Functionality

 

Defects in the Company’s software applications, delays in delivery, and failures or mistakes in the Company’s software code could harm the Company’s business, including customer relationships and operating results.

 

Internet and System Infrastructure Functionality

 

The end customers of the Company’s software applications depend on internet service providers, online service providers and the Company’s infrastructure for access to the software applications the Company provides to its customers. These services are subject to service outages and delays due to system failures, stability or interruption. As a result, the Company may not be able to meet a satisfactory level of service as agreed to with its customers, which could have a material adverse effect on the Company’s business, revenues, operating results and financial condition.

 

Information Technology Security

 

The Company’s software applications are dependent on its ability to protect its computer equipment and the information stored in its data centers against damage that may be caused by fire, power loss, telecommunication failures, unauthorized intrusion, computer viruses, disabling devices and other similar events. A failure in the Company’s production systems or a disaster or other event affecting production systems or business operations, both internally and externally, could result in a disruption to the Company’s software services. Such a disruption could also impact the Company’s reputation and cause it to lose customers, revenue, face litigation, or necessitate customer service/repair work that would involve substantial costs and could ultimately have a material impact on the Company.

 

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Intermap’s geospatial database is a valuable asset to the Company. While Intermap has invested in database management, information technology security, firewalls, and offsite duplicate storage, there is a risk of a loss of data through unauthorized access or a customer violating the terms of the Company’s end user licensing agreements and distributing unauthorized copies of its data. Intermap has, and will continue to invest, in both legal resources to strengthen its licensing agreements with its customers and in overall information technology protection.

 

Cybersecurity

 

The Company’s software applications and geospatial database are dependent upon protection against damage or loss that may be caused by a cyberattack. Loss or theft of the Company’s geospatial database could result in lost revenue or the ability of a competitor to provide competing software solutions. A hostile Denial of Service (DoS) action could disrupt the Company’s software services. Such a disruption could impact the Company’s reputation and cause it to lose customers, revenue, face litigation, or necessitate customer service/repair work that would involve substantial costs and could ultimately have a material impact on the Company.

 

Intermap has invested in database management, information technology security, and firewalls to mitigate the risk of loss or theft of the Company’s data. Further investments have been made to prevent DoS activities and improvements to the software services’ defenses against such attacks.

 

The Company undertakes periodic reviews of its information technology infrastructure and security policies using the SANS CIS Critical Security Controls as a framework. The areas of focus for review pertain to user and system authentication and access; internal network configuration and security; data storage resiliency and security; and hosted application access security. These periodic reviews serve to proactively shore up areas of vulnerability and ensure policies are effective and enforced. However, the risk cannot be eliminated entirely, and the Company has invested in insurance to mitigate loss in the event of a cyberattack.

 

Exporting Products – Political Considerations

 

Some of Intermap’s proprietary technology is classified as defense articles under the International Traffic and Arms Regulations. All mapping efforts undertaken outside the United States, therefore, constitute a temporary export of a defense article, requiring prior written approval by the United States Department of State for each country within which data acquisition operations are to be performed. The Company does not currently anticipate that requirements for export permits will have a material impact on its operations, although either government policy or government relations with select foreign countries may change to the point of affecting the Company’s operational opportunities.

 

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Environment and social-related regulatory activity

 

Changes in environmental regulation could have an adverse effect on the Company’s airborne data acquisition services business. On June 20, 2024, Bill C-59 received royal assent, thereby enacting certain changes to the Competition Act (Canada) to address “greenwashing”, meaning false, misleading, or deceptive environmental claims made for the purpose of promoting a product or a business interest. How the new rules will be interpreted and applied is currently unclear, which creates significant uncertainty regarding how Canadian companies may publicly communicate their environmental and climate performance. The complexity and uncertainty of environmental and climate change related issues make it extremely difficult to predict the potential impact on the Company. The recent amendments of laws and regulations impose significant financial penalties for non-performance. Companies found to have made representations that violate the rules, intentionally or inadvertently, could be subject to an administrative penalty for the greater of $10 million for the first order and $15 million dollars for any subsequent order, and 3% of the Company’s annual worldwide gross revenues.

 

Political Instability

 

Political or significant instability in a region where Intermap is conducting data collection activities and any of its other services, or where Intermap has clients, could adversely impact Intermap’s business.

 

Tariffs or Other International Trade Disputes

 

Intermap is subject to risks associated with doing business in foreign jurisdictions including, but not limited to, trade protection measures such as the imposition of or increase in tariffs. Future changes to trade or investment policies, treaties and tariffs, or the perception that these changes could occur, could adversely affect Intermap’s financial condition and results of operations.

 

Any escalation in trade disputes or the imposition of new tariffs could also create uncertainty in client budgets and government contracts, particularly in industries such as infrastructure, natural resources, and defense, where our products and solutions are widely used. In addition, actions by foreign governments to implement further trade policy changes, including limiting foreign investment or trade, increasing regulatory scrutiny, imposing quotas or supply limitations or taking other actions which could apply to the jurisdictions in which Intermap operates, could negatively impact its business, which may be material. The Company continues to monitor trade policies and may need to adjust pricing, supply chain strategies, or operational structures to mitigate the financial and strategic risks posed by evolving tariff regulations.

 

Regulatory Approvals

 

The development and application of certain of the Company’s products requires the approval of applicable regulatory authorities. A failure to obtain such approval on a timely basis, or material conditions imposed by such authority in connection with the approval, would materially affect the prospects of the Company.

 

Aircraft/Radar Lost or Damaged

 

Although the Company believes that the probability of one of the Company’s aircraft or radar sustaining significant damage or being lost in its entirety is extremely low, such damage or loss could occur. The Company is expected to have available to it, for data collection purposes, one additional aircraft at any given time. The risk to the Company of loss from the damage of an aircraft is therefore considered to be minimal. In the event that a radar mapping system is lost in its entirety through the destruction of the aircraft, it would take the Company approximately six to nine months to replace the lost equipment, if required.

 

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Global Positioning System (GPS) Failure

 

GPS satellites have been available to the commercial market for many years. The continued unrestricted access to the signals produced by these GPS satellites is helpful, but not required, in the collection of the Company’s IFSAR data. A loss of GPS would have such a global impact that it is believed that controlling authorities would almost certainly make another system available to GPS receivers in relatively short order.

 

Information Openly Available to the Public

 

The Company accesses information available to the public via the internet and may incorporate pieces of such information into its products. If a source of public information determined that the Company was profiting from free information, there is risk it could seek compensation.

 

Force Majeure

 

The Company’s projects may be adversely affected by risks outside of its control including labor unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics, or quarantine restrictions.

 

Preserve and Use of U.S. net operating losses (NOLs)

 

Our U.S. Subsidiary’s ability to utilize the U.S. NOLs after an “ownership change” is subject to the rules of Section 382 of the U.S. Internal Revenue Code of 1986, as amended (Section 382). Section 382 imposes an annual limitation on the amount of taxable income that may offset NOLs following an ownership change. An ownership change occurs if, among other things, the shareholders (or specified groups of shareholders) who own or have owned, directly or indirectly, five percent (5%) or more of the value of our shares or are otherwise treated as five percent (5%) shareholders under Section 382 and the regulations promulgated thereunder increase their aggregate percentage ownership of the value of our shares by more than fifty (50) percentage points over the lowest percentage of the value of the shares owned by these shareholders over a three-year rolling period. An ownership change could also be triggered by other activities, including the sale of our shares that are owned by our five percent (5%) shareholders.

 

Artificial Intelligence

 

The emergence of new, disruptive companies leveraging Artificial Intelligence (AI) can pose a threat to us in the market. The unpredictable nature of AI development and its impacts on the market contribute to uncertainties, making it challenging to anticipate and navigate potential disruptions.

 

DIVIDENDS

 

The Company has not paid any cash dividends on any class of shares during the three most recently completed financial years. Further, the Company has not paid any cash dividends since its inception and does not intend to pay any cash dividends in the foreseeable future. The Company intends to retain any earnings to finance its operations. There are no restrictions preventing the Company from paying dividends.

 

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DESCRIPTION OF CAPITAL STRUCTURE

 

The Company’s authorized capital consists of an unlimited number of Common Shares and an unlimited number of Class A participating preferred shares (Preferred Shares) without par value. At the close of business on December 31, 2025, there were 72,437,664 Common Shares issued and outstanding. There are no Preferred Shares currently issued and outstanding. During 2025, the Company issued 15,086,208 Common Shares through private placements from treasury and 3,733,099 Common Shares though purchase warrant exercises.

 

Each Common Share entitles the holder thereof to (i) dividends if, as and when declared by the directors; (ii) one vote at all meetings of holders of common shares; and (iii) participate in any distribution of the Company’s assets upon liquidation, dissolution, or winding up.

 

Each Preferred Share entitles the holder thereof to (i) dividends if, as and when declared by the directors; (ii) one vote at all meetings of the shareholders of the Company; and (iii) participate (after receiving in priority to the holders of Common Shares, a sum equal to its purchase price) in any distribution of the Company’s assets upon liquidation, dissolution, or winding up.

 

MARKET FOR SECURITIES

 

The outstanding common shares of the Company are listed and posted for trading on the Toronto Stock Exchange (TSX) under the symbol “IMP” and the OTCQB® Market under the symbol “ITMSF”.

 

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Trading Price and Volume

 

 

 

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Prior Sales

 

The only securities of the Company that were outstanding as of the date of this AIF but not listed or quoted on an exchange are restricted share units and common share purchase warrants. The price at which such securities have been issued by the Company during the most recently completed financial year, the number of securities of the class issued at that price and the date on which such securities were issued, as applicable, are detailed below:

 

Date  Number and Type of Securities  Issue Price/Exercise Price  Description of Issuance
February 20, 2025  18,000 warrants  $1.69 per warrant  Issued in connection with the February 2025 private placement
February 20, 2025  177,420 warrants  $1.57 per warrant  Issued in connection with the February 2025 private placement
February 20, 2025  122,834 warrants  $1.67 per warrant  Issued in connection with the February 2025 private placement
March 7, 2025  11,872 warrants  $1.68 per warrant  Issued in connection with the February 2025 private placement
September 29, 2025  575,046 warrants  $2.18 per warrant  Issued in connection with the September 2025 offering
September 30, 2025  182,658 Restricted Share Units  C$0.00  Issued according to the Directors annual compensation plan
September 30, 2025  50,000 Restricted Share Units  C$0.00  Issued as key employee incentive compensation
December 3, 2025  270,000 Restricted Share Units  C$0.00  Issued as incentive compensation

 

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DIRECTORS AND EXECUTIVE OFFICERS

 

Set out below are the names of the directors and executive officers of the Company as of the date of this AIF, their place of residence, their positions held within the Company, and their principal occupations in the last five years.

 

Name, Present Office Held and Residence  Director Since  Principal Occupation  Common Shares (5) 

Patrick A. Blott(1)(3)(4)

Chairman and Chief Executive Officer

New York, U.S.A.

  July 13, 2016  Chairman and Chief Executive Officer of the Company, Co-Founder and Managing Partner of Blott Asset Management and Director of OSI Geospatial Inc.   6,377,955 
            

Philippe Frappier(2)(3)(4)

Director

Toronto, Canada

  January 30, 2017  Senior Partner, BoldHouse Executive Search, and previously Human Capital and Technology Consultant, Vice President Client Services at IQ Partners, and Senior Partner of Searchlight Recruitment Inc.   135,652 
            

Jordan Tongalson(2)(3)(4) Director

New York, U.S.A.

  September 10, 2020  Managing Director of Littlejohn & Co, and previously Executive Director of Morgan Stanley and Vice President of The Blackstone Group L.P.   - 

 

Notes:

 

(1)Chairman of the Board
(2)Member of Audit Committee
(3)Member of Compensation Committee
(4)Member of Nominating and Governance Committee
(5)Beneficially Owned, Controlled or Directed, Directly

 

The directors will hold office until the next annual general meeting of the shareholders unless their office is earlier vacated in accordance with the by-laws of the Company and in accordance with the Business Corporations Act (Alberta). As at December 31, 2025, the directors and key management personnel in aggregate owned or controlled 9.0% of the issued and outstanding Common Shares of the Company.

 

Executive Officers Who Are Not Directors

 

Jennifer S. Bakken, Executive Vice President Finance and CFO (Lone Tree, Colorado, U.S.A.) joined Intermap in August 2008 and served as the Corporate Controller until January 2017 when she was promoted to Senior Vice President. In May 2017, Jennifer was named Executive Vice President and CFO.

 

Jack Schneider, COO (New York, New York, USA) joined Intermap in August 2018 as a consultant before he was named COO in September 2020.

 

Cease Trade Orders

 

No director or executive officer of the Company is, as of the date of this AIF, or was, within the 10 years before the date hereof, a director, chief executive officer, or chief financial officer of any company (including the Company) that was the subject of a cease trade order, an order similar to a cease trade order, or an order that denied the Company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, that was issued (i) while that person was acting in such capacity; or (ii) after that person was acting in such capacity and which resulted from an event that occurred while that person was acting in such capacity.

 

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Bankruptcies

 

No director or executive officer of the Company, or shareholder holding a sufficient number of securities to affect materially the control of the Company is, as of the date of this AIF, or has been, within 10 years before the date hereof, a director or executive officer of any company that, while that person was acting in such capacity, or within a year of that person ceasing to act in such capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager, or trustee appointed to hold its assets.

 

No director or executive officer of the Company, or shareholder holding a sufficient number of securities to affect materially the control of the Company has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

 

Penalties or Sanctions

 

No director or executive officer of the Company, or shareholder holding a sufficient number of securities to affect materially the control of the Company has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

 

Conflicts of Interest

 

Circumstances may arise where members of the Company’s board of directors or officers are directors or officers of corporations which are in competition to our interests. No assurances can be given that opportunities identified by such board members or officers will be provided to the Company. Pursuant to the Business Corporations Act (Alberta), directors who have a material interest in a proposed material transaction upon which the Company’s board of directors is voting are required to disclose their interests and refrain from voting on the transaction.

 

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

 

Management of the Company is not aware of any existing or contemplated legal proceedings material to the Company, to which the Company is, or during the financial year ended December 31, 2025 was, a party or of which any of its property is, or during the financial year ended December 31, 2025 was, subject.

 

Management of the Company is not aware of any penalties or sanctions imposed against the Company by a court relating to securities legislation or by a securities regulatory authority during the financial year ended December 31, 2025.

 

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

 

There were no material interests, direct or indirect, of directors or executive officers of the Company, or of any of the shareholders of the Company who beneficially own, directly or indirectly, or exercises control or direction over more than 10 percent of the Company’s outstanding Common Shares, or any known associate or affiliate of such persons in any transactions within the three most recently completed financial years of the Company or during the current financial year which has materially affected, or is reasonably expected to materially affect, the Company or a subsidiary.

 

30

 

 

TRANSFER AGENT AND REGISTRAR

 

The Company’s transfer agent and registrar is Odyssey Trust Company, located at 300 5th Avenue SW, Calgary, Alberta, Canada T2P 3C4.

 

MATERIAL CONTRACTS

 

The Company has not entered into any material contract within the most recently completed financial year, or before the most recently completed financial year that is still in effect and was not in the ordinary course of business.

 

INTERESTS OF EXPERTS

 

There is no person or company whose profession or business gives authority to a statement made by such person or company and who is named as having prepared or certified a statement, report, or valuation described or included in a filing, or referred to in a filing, made by the Company under National Instrument 51-102 during, or related to, the Company’s most recently completed financial year other than MNP LLP, the Company’s auditors. MNP LLP are the auditors of the Entity and has advised us that they are independent of the Company in compliance with PCAOB Rule 3520 and within the meaning of the federal securities laws administered by the SEC.

 

In addition, none of the aforementioned persons or companies, nor any director, officer, or employee of any of the aforementioned persons or companies, is or is expected to be elected, appointed, or employed as a director, officer, or employee of the Company or of any of the Company’s affiliates.

 

AUDIT COMMITTEE INFORMATION

 

The text of Intermap Technologies Corporation’s Audit Committee Charter is attached as

 

Schedule A.

 

Composition of the Audit Committee

 

Applicable securities legislation requires that an audit committee be composed of a minimum of three members. The members of the Audit Committee are Mr. Jordan Tongalson (Chair)and Mr. Philippe Frappier, each of whom is independent and financially literate. The relevant education and experience of each Audit Committee member is outlined below.

 

Relevant Education and Experience

 

All members of the Audit Committee are financially literate, and all members of the committee have accounting or related financial experience.

 

Mr. Tongalson is currently a Managing Director and leads Business Development at Littlejohn & Company, an investment firm focused on private equity and debt investments. He previously served as Executive Director at Morgan Stanley, responsible for investment banking Industrials coverage and execution, and Vice President at The Blackstone Group, where he advised on mergers and acquisitions, structured transactions, restructuring and private equity / leveraged buyout transactions. As part of his role in each of these positions, he was required to have extensive knowledge of financial operations, including the understanding of balance sheets, income statements, and cash flow statements. Mr. Tongalson holds an MBA from Columbia Business School.

 

31

 

 

Mr. Frappier has been a member of the Audit Committee for four years and run an Executive Search business for the past 16 years. As part of his role, Mr. Frappier is required to have extensive knowledge of the financial operations of the Company including budgeting and forecasting, income statements, cash flow and balance sheets. Prior to his current career, Mr. Frappier oversaw multi-million-dollar production budgets in the film and television industry.

 

Audit Committee Oversight

 

All recommendations of the Audit Committee to nominate or compensate an external auditor were adopted by the Board of Directors since the commencement of its most recently completed financial year.

 

Pre-approval Policies and Procedures

 

Any engagement of non-audit services by the Company’s external auditors/accountants, including estimated fees, must be pre-approved by the Audit Committee and the Audit Committee must obtain an annual statement from the auditors regarding non-audit services.

 

External Auditor Service Fees

 

KPMG LLP served as the Company’s external auditor for the year ended December 31, 2024. MNP LLP served as the Company’s external auditor for the year ended December 31, 2025.

 

In aggregate, the billings by the Company’s independent registered public accounting firms for the fiscal years ended December 31, 2025 and 2024 equaled $1,075,476 and $322,225, respectively, as detailed below:

 

   2025   2024 
   MNP   KPMG   Total   KPMG 
Audit Fees(1)  $400,000   $555,500   $955,500   $253,000 
Audit-related Fees(2)   42,121    Nil    42,121    Nil 
Tax Fees(3)   60,750    17,105    77,855    69,225 
All Other Fees(4)   Nil    Nil    Nil    Nil 
Total  $502,871   $572,605   $1,075,476   $322,225 

 

Notes:

 

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

 

(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

 

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

 

(4) “All Other Fees” includes all other non-audit services.

 

ADDITIONAL INFORMATION

 

Additional information relating to the Company may be found on SEDAR+ at www.sedarplus.ca. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under the Company’s equity compensation plans, if applicable, is contained in the Company’s information circular for the most recent annual meeting of shareholders that involved the election of directors. Additional financial information is provided in the financial statements and management’s discussion and analysis for the year ended December 31, 2025.

 

32

 

 

SCHEDULE A

 

AUDIT COMMITTEE CHARTER

 

ADOPTION

 

This charter (Charter) was approved by the Board of Directors (Board) of Intermap Technologies Corporation (Corporation) on the date noted at the conclusion hereof.

 

PURPOSE

 

It is the policy of the Corporation to establish and maintain an Audit Committee (Committee), composed of independent directors, to assist the Board in carrying out their oversight responsibility for the Corporation’s external audit, internal controls, disclosure, financial reporting, and related risk management.

 

The Committee’s function is one of oversight only and shall not relieve management of its responsibilities.

 

The Corporation’s external auditor shall report directly to the Audit Committee.

 

Organization

 

1. The Committee shall consist of a minimum of three (3) directors.
   
2. Each director appointed to the Committee by the Board shall be independent as such term is defined in Section 1.4 of National Instrument 52-110 and Section 3.1 of the related companion policy.
   
3. Each member of the Committee shall be financially literate as such term is defined in Section 1.6 of National Instrument 52-110 and at least one (1) member shall have accounting or related financial management expertise.
   
4. The Board shall appoint the members of the Committee and may seek the advice and assistance of the Nominating and Governance Committee in identifying qualified candidates. The Board shall appoint one (1) member of the Committee to be the Chair of the Committee.
   
5. A director appointed by the Board to the Committee shall be a member of the Committee until replaced by the Board or until his or her resignation. A member shall cease to be a member of the Committee upon ceasing to be a director of the Corporation.
   
6. The Secretary of the Corporation shall be the Secretary of the Committee.

 

Responsibilities

 

7. The Committee’s primary duties and responsibilities are to:

 

  (a) Select and recommend the nomination and compensation of the external auditors.
     
  (b) Oversee the independence, work, and performance of the Corporation’s external auditors.

 

A-1

 

 

  (c) Review the principal risks that could impact the financial reporting of the Corporation and monitor how management is dealing with such risks.
     
  (d) Monitor the integrity of the Corporation’s disclosure and financial reporting process and its system of internal controls regarding financial reporting and accounting compliance.
     
  (e) Monitor the Corporation’s compliance with laws, regulations, and internal policies that apply to financial or accounting matters.
     
  (f) Oversee the resolution of any disagreements among external auditors, management, and the internal auditing department, if any.

 

8. The Committee shall annually select and recommend to the Board the nomination of an external auditor, recommend the replacement of the current external auditor when circumstances warrant it, and monitor the independence, work, and performance of the external auditors. This shall include:

 

  (a) Considering the views of management in respect of the nomination of the external auditors.
     
  (b) Reviewing and recommending for approval by the Board, the terms of the external auditors’ engagement, including the reasonableness of the proposed audit fees.
     
  (c) Pre-approving any engagement for non-audit services to be provided by the external auditors’ firm or its affiliates, together with estimated fees. This shall involve considering the potential impact of such services on the independence of the external auditors.
     
  (d) When there is to be a change of external auditors, reviewing all issues and documentation related to the change, including the information to be included in the Notice of Change of Auditors and documentation called for under National Instrument 51-102 as defined in Section 4.11 and the planned steps for an orderly transition.
     
  (e) Reviewing all reportable events, including disagreements, unresolved issues and consultations with external auditors, as defined by applicable securities policies, on a routine basis, whether or not there is to be a change of external auditors.

 

9. In carrying out its primary duties and responsibilities, the Committee shall:

 

  (a) Review the annual audit plan with the external auditors and with management.
     
  (b) Discuss with management and the external auditors any proposed changes in major accounting policies or principles, the potential impact of significant risks and uncertainties on future operations, and key estimates and judgments of management that may be material to financial reporting.
     
  (c) Review with management and with the external auditors significant financial reporting issues arising during the most recent fiscal period and the resolution or proposed resolution of such issues

 

A-2

 

 

  (d) Review any problems experienced or concerns expressed by the external auditors in performing an audit, including any restrictions imposed by management or significant accounting issues on which there were a disagreement with management.
     
  (e) Review periodically with management the Corporation’s disclosure controls and procedures as such term is defined in National Instrument 52-109 and monitor the certification process set out therein.
     
  (f) Review audited annual financial statements and related documents in conjunction with the audit findings report of the external auditors and obtain an explanation from management of all significant variances between comparative reporting periods.
     
  (g) Review with management the adequacy and effectiveness of the internal financial controls of the Corporation including any deficiencies noted in the Audit or Interim Review Findings Report and subsequent follow-up to any identified weaknesses.
     
  (h) Review with management and the external auditors, if they have been engaged to perform review procedures, the quarterly unaudited financial statements before release to the public.
     
  (i) Before release, review and, if appropriate, recommend for approval by the Board, all public disclosure documents containing audited or unaudited financial information including any press release, annual report, annual information form, management discussion and analysis of operations, prospectus (and all documents which may be incorporated by reference into such prospectus), and all other securities offering documents of the Corporation.
     
  (j) Review periodically with management the internal procedures implemented to review any other public disclosure of financial information extracted or derived from the Corporation’s financial statements.
     
  (k) Approve the hiring of any partners, employees, or former partners and employees of the Corporation’s present and former external auditor.

 

10. In addition, the Committee shall:

 

  (a) Oversee the receipt, review, and follow-up of questions, concerns, or complaints pursuant to the Corporation’s Code of Business Conduct and Ethics and the procedures set out in Appendix “A” thereto.
     
  (b) Review with management, at least annually, the capital management policies, the financing strategy and funding plans of the Corporation.
     
  (c) Review the amount and terms of any insurance to be obtained or maintained by the Corporation with respect to insurable risks inherent in its operations and potential liabilities incurred by the directors or officers in the discharge of their duties and responsibilities.
     
  (d) In conjunction with the Nominating and Governance Committee, monitor financial and accounting personnel succession planning within the Corporation and review the appointments of the Chief Financial Officer and any key financial managers who are involved in the financial reporting process.
     
  (e) Inquire into and determine the appropriate resolution of any conflict of interest in respect of audit or financial matters.

 

A-3

 

 

  (f) Periodically review with management the need for an internal audit function.
     
  (g) Quarterly, review any legal matter that could have a significant impact on the Corporation’s financial statements and any enquiries received from regulators or government agencies.
     
  (h) Review periodically with management the adequacy and effectiveness of the Corporation’s policies and procedures for compliance with securities laws, regulatory requirements, and stock exchange rules.
     
  (i) Report to the Board at the earliest opportunity after each meeting the results of its activities and any reviews undertaken and make recommendations to the Board as deemed appropriate.
     
  (j) Bi-annually assess the performance of the Committee.
     
  (k) Annually review the Audit Committee Charter and report to the Board on Committee compliance with the Charter.

 

Meetings

 

1. The Committee shall convene a minimum of four (4) times each year at such time and places as may be designated by the Chair of the Committee and whenever a meeting is requested by the Board, a member of the Committee, the external auditors, or a senior officer of the Corporation.
   
2. Notice of each meeting of the Committee shall be given to each member and to the external auditors, who shall be entitled to attend each meeting of the Committee and shall attend whenever requested to do so by a member of the Committee or the Secretary of the Committee.
   
3. Notice of a meeting of the Committee shall:

 

  (a) Be in writing.
     
  (b) State the nature of the business to be transacted at the meeting in reasonable detail.
     
  (c) To the extent practicable, be accompanied by copies of documentation to be considered at the meeting.
     
  (d) Be given at least forty-eight (48) hours’ notice preceding the time stipulated for the meeting or such shorter period as the members of the Committee may permit.

 

4. A quorum for the transaction of business at a meeting of the Committee shall consist of two (2) members of the Committee.
   
5. A member of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic, or other communication facilities, provided it permits all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at the meeting.
   
6. The Chair of the Committee (Chair) shall be appointed by the Board. The Chair shall have only those responsibilities and powers delegated to it herein and shall not have a second or casting vote. The Chair shall have the responsibility of reporting annually to the Board on the Committee’s compliance with this Charter.

 

A-4

 

 

7. In the absence of the Chair of the Committee, the members of the Committee shall choose one of the members present to be Chair of the meeting and, in the absence of the Secretary of the Committee; the members shall choose one of the persons present to be the Secretary of the meeting.
   
8. By invitation, the CEO and other parties may attend meetings of the Committee; however, the Committee may meet separately at any time with the external auditors, invited management, or any other third parties as determined by the Committee.
   
9. At each regular meeting of the Committee, the agenda shall include an opportunity for the members of the Committee to meet in-camera.
   
10. Minutes shall be kept of all meetings of the Committee and shall be signed by the Chair and the Secretary of the meeting.
   
11. Minutes of the meetings of the Committee shall be retained by the Secretary of the Corporation and shall be available on request to any member of the Board.

 

Resources and Authority

 

1. The Committee will be provided with resources commensurate with the duties and responsibilities assigned to it by the Board, including administrative support. If deemed necessary by the Committee, it will have the discretion to institute investigations of improprieties or suspected improprieties, including the standing authority to retain independent counsel or advisors and to set their compensation.
   
2. The Committee shall have the authority to:

 

(a)inspect any and all of the books and records of the Corporation, its subsidiaries, and affiliates;

 

(b)discuss with any officer of the Corporation, its subsidiaries and affiliates, the Chief Financial Officer and senior staff of the Corporation, any affected party, and external

 

(c)auditors, such accounts, records, and other matters as any member of the Committee considers necessary and appropriate; and

 

(d)communicate directly with the internal and external auditors.

 

Approved by the Board of Directors on May 17, 2021

 

A-5

 

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Exhibit 99.2

 

 

 

 

Consolidated Financial Statements of

 

INTERMAP TECHNOLOGIES CORPORATION

 

Years ended December 31, 2025 and 2024

(expressed in thousands of United States dollars, except for per share amounts)

 

  

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Shareholders of Intermap Technologies Corporation

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated statement of financial position of Intermap Technologies Corporation (the “Company”) as at December 31, 2025, and the related consolidated statement of income (loss) and other comprehensive income (loss), changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

 

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025, and the results of its consolidated operation and its consolidated cash flow for the year then ended, in conformity with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

 

Chartered Professional Accountants

Licensed Public Accountants

 

March 31, 2026

Toronto, Canada

 1930

We have served as the company’s auditor since 2025.

 

MNP LLP

  

1 Adelaide Street East, Suite 1900, Toronto ON, M5C 2V9

1.877.251.2922 T: 416.596.1711 F: 416.596.7894

 

  

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders of Intermap Technologies Corporation

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated statement of financial position of Intermap Technologies Corporation (the Entity) as at December 31, 2024, the related consolidated statement of income (loss) and other comprehensive income (loss), shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Entity as at December 31, 2024, and its financial performance and its cash flows for the year then ended, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Entity’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Entity in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Entity is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ KPMG LLP

 

Chartered Professional Accountants, Licensed Public Accountants

 

We have served as the Entity’s auditor from 1996 to 2025.

 

Ottawa, Canada

 

March 31, 2026

 

  

 

 

Intermap Technologies corporation

Consolidated Statements of Financial Position

(In thousands of United States dollars)

 

   December 31,   December 31, 
   2025   2024 
         
Assets        
         
Current assets:          
Cash  $22,521   $445 
Amounts receivable (Note 18)   2,088    3,367 
Contract asset   -    2,640 
Prepaid expenses   1,056    536 
Current assets   25,665    6,988 
           
Prepaid expenses   478    17 
Property and equipment (Note 5)   3,055    2,911 
Intangible assets (Note 6)   1,123    847 
Right of use assets (Note 7)   543    401 
Investment (Note 8)   862    776 
Total assets  $31,726   $11,940 
           
Liabilities and Shareholders’ Equity          
           
Current liabilities:          
Accounts payable and accrued liabilities (Note 9)  $2,268   $4,826 
Bank loan (Note 10(a))   -    32 
Current portion of government loans (Note 10(d))   -    132 
Loan payable (Note 10(b))   299    97 
Lease obligations (Note 11)   280    340 
Contract liability   2,186    2,022 
Income taxes payable   50    24 
Current liabilities   5,083    7,473 
           
Defined benefit plan (Note 12)   289    - 
Long-term project financing (Note 10(c))   175    167 
Long-term government loans (Note 10(d))   -    141 
Loan payable (Note 10(b))   934    172 
Contract liability   402    136 
Lease obligations (Note 11)   285    112 
Total liabilities   7,168    8,201 
           
Shareholders’ equity:          
Share capital (Note 15(b))   242,444    213,528 
Warrants (Note 16)   598    367 
Accumulated other comprehensive loss   (256)   (147)
Contributed surplus (Note 15(c))   26,502    28,009 
Deficit   (244,730)   (238,018)
Total shareholders’ equity   24,558    3,739 
           
Total liabilities and shareholders’ equity  $31,726   $11,940 

 

Subsequent event (Note 22)

 

See accompanying notes to consolidated financial statements.

 

  

 

 

Intermap Technologies corporation

Consolidated Statements of Income (Loss) and Other Comprehensive Income (Loss)

(In thousands of United States dollars, except per share information)

 

For the years ended December 31,  2025   2024 
         
Revenue (Note 13)  $10,570   $17,637 
           
Expenses:          
Operating costs (Note 14(a))   16,107    14,003 
Depreciation of property and equipment (Note 5)   715    396 
Amortization of intangible assets (Note 6)   348    364 
Depreciation of right of use assets (Note 7)   334    333 
Expenses   17,504    15,096 
           
Operating (loss) income   (6,934)   2,541 
           
Gain on derecognition of right of use assets (Note 7)   36    - 
Gain (loss) on fair value of investment (Note 8)   86    (72)
Financing costs (Note 14(b))   (104)   (89)
Financing income   50    44 
Loss on foreign currency   176    39 
(Loss) income before income taxes   (6,690)   2,463 
           
Income tax expense:          
Current   (22)   - 
Deferred   -    - 
Income tax expense   (22)   - 
           
(Loss) income for the year  $(6,712)  $2,463 
           
Other comprehensive income (loss) income:          
           
Items that are or may be reclassified subsequently to profit or loss:          
Foreign currency   (109)   9 
           
Comprehensive (loss) income for the year  $(6,821)  $2,472 
           
Basic (loss) income per share  $(0.11)  $0.05 
Diluted (loss) income per share  $(0.11)  $0.05 
           
Weighted average number of Class A common          
shares - basic (Note 15(d))   61,798,460    45,962,966 
shares - diluted (Note 15(d))   61,798,460    50,524,804 

 

See accompanying notes to consolidated financial statements.

 

  

 

 

Intermap Technologies corporation

Consolidated Statements of Changes in Shareholders’ Equity

(In thousands of United States dollars)

 

   Share
Capital
   Warrants   Contributed
Surplus
   Accumulated
Other
Comprehensive
Loss
   Deficit   Total 
Balance at December 31, 2023  $209,296   $791   $26,985   $(156)  $(240,481)  $(3,565)
                               
Comprehensive income for the year   -    -    -    9    2,463    2,472 
Share-based compensation   -    -    487    -    -    487 
Private placement proceeds (Note 15(b))   2,445    -    -    -    -    2,445 
Issuance costs   (254)   10    103    -    -    (141)
Exercise of warrants   2,041    (434)   434    -    -    2,041 
                               
Balance at December 31, 2024  $213,528   $367   $28,009   $(147)  $(238,018)  $3,739 
                               
Balance at December 31, 2024  $213,528   $367   $28,009   $(147)  $(238,018)  $3,739 
                               
Comprehensive loss for the year   -    -    -    (109)   (6,712)   (6,821)
Share-based compensation   -    -    273    -    -    273 
Private placement proceeds (Note 15(b))   29,345    -    -    -    -    29,345 
Issuance costs   (3,549)   844    -    -    -    (2,705)
Exercise of warrants   3,120    (613)   -    -    -    2,507 
Repurchase of share-based awards   -    -    (1,780)   -    -    (1,780)
                               
Balance at December 31, 2025  $242,444   $598   $26,502   $(256)  $(244,730)  $24,558 

 

See accompanying notes to consolidated financial statements.

 

  

 

 

Intermap Technologies corporation

Consolidated Statements of Cash Flows

(In thousands of United States dollars)

 

For the twelve months ended December 31,  2025   2024 
         
Operating activities:          
Net (loss) income for the year  $(6,712)  $2,463 
Interest paid   (101)   (78)
Income tax refunded (paid)   4    (37)
Adjustments for:          
(Gain) loss on fair value of investment (Note 8)   (86)   72 
Depreciation of property and equipment (Note 5)   715    396 
Amortization of intangible assets (Note 6)   348    364 
Depreciation of right of use assets (Note 7)   334    333 
Share-based compensation expense (Note 15(g))   273    398 
Gain on derecognition of right of use assets (Note 7)   (36)   - 
Financing costs (Note 14(b))   104    89 
Current income tax expense   22    - 
Unrealized gain on foreign currency translation   (661)   (36)
Change in defined benefit plan (Note 12)   54    - 
Changes in working capital:          
Amounts receivable   1,279    (3,055)
Contract asset and prepaid expenses   2,226    (2,832)
Accounts payable and accrued liabilities   (2,322)   527 
Contract liability   430    (395)
Cash flows used in operating activities   (4,129)   (1,791)
           
Investing activities:          
Purchase of property and equipment   (543)   (2,018)
Additions to intangible assets   (416)   (234)
Cash flows used in investing activities   (959)   (2,252)
           
Financing activities:          
Proceeds from private placement   29,345    2,445 
Issuance costs   (2,705)   (141)
Exercise of warrants   2,507    2,041 
Repurchase of share-based awards   (1,780)   - 
Payment of lease obligations   (334)   (345)
Repayment of bank loan   (35)   (41)
Repayment of loan payable   (127)   (41)
Repayment of government loans   (278)   (114)
Cash flows provided by financing activities   26,593    3,804 
           
Effect of foreign exchange on cash   571    7 
           
Increase (decrease) in cash   22,076    (232)
           
Cash, beginning of year   445    677 
           
Cash, end of year  $22,521   $445 

 

See accompanying notes to consolidated financial statements.

 

  

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 1

 

  1. Reporting entity:

 

Intermap Technologies ® Corporation (the “Company”) is incorporated under the laws of Alberta, Canada. The head office of Intermap is located at 385 Inverness Parkway, Suite 105, Englewood, Colorado, USA 80112. Its registered office is located at 734, 7th Avenue SW, Suite 604, Calgary, Alberta, Canada T2P 3P8.

 

Intermap is a global location-based geospatial intelligence company, creating a wide variety of geospatial solutions and analytics for its customers. Intermap’s geospatial solutions and analytics can be used in a wide range of applications including, but not limited to, location-based information, geospatial risk assessment, geographic information systems, engineering, utilities, global positioning systems maps, oil and gas, renewable energy, hydrology, environmental planning, wireless communications, transportation, advertising, and 3D visualization.

 

2.Basis of preparation:

 

(a)Statement of compliance:

 

These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (IASB).

 

The Board of Directors approved the consolidated financial statements on March 31, 2026.

 

(b)Measurement basis:

 

The consolidated financial statements have been prepared based on the historical cost, except for investment which is measured at fair value. Other measurement bases used are described in the applicable notes.

 

(c)Use of estimates and judgments:

 

Preparing consolidated financial statements in conformity with IFRS as issued by the IASB requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimates are reviewed and in any future periods affected.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 2

  

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year include the following:

 

i.Going concern:

 

At the end of each reporting period, management exercises judgment in assessing the Company’s ability to continue as a going concern and operate in the normal course by reviewing the Company’s performance, resources and future obligations. The conclusion that the Company will be able to continue as a going concern is subject to critical judgments of management with respect to assumptions surrounding the short and long-term operating budgets, expected profitability, investment and financing activities and management’s strategic planning. The assumptions used in management’s assessment are derived from actual operating results along with industry and market trends.

 

ii.Depreciation and amortization rates:

 

In calculating the depreciation and amortization expense, management is required to make estimates of the expected useful lives of property and equipment and intangible assets.

 

iii.Expected credit losses:

 

The Company uses historical trends and performs specific account assessments when determining the expected credit losses. These accounting estimates are in respect to the amounts receivables line item in the Company’s consolidated statements of financial position.

  

The Company monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual trade receivable balances will be paid. The Company reviews the components of these accounts on a regular basis to evaluate and monitor this risk. The Company also reviews current economic conditions from time to time and assesses whether there would be any impact on the expected credit losses.

 

iv.Investments:

 

The valuation of the Company’s investment in a privately held company requires the application of management estimates and judgments with respect to the determination of appropriate valuation method applied at each reporting date. The assumptions for estimating fair value of the investment are disclosed in Note 8.

 

v.Share-based compensation:

 

The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of share-based compensation. The following assumptions are used in the model: dividend yield; expected volatility; risk-free interest rate; expected option life; and fair value.

 

Changes to assumptions used to determine the grant date fair value of share-based compensation awards can affect the amounts recognized in the consolidated financial statements.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 3

 

vi.Revenue:

 

Revenue from acquisition service contracts, which are fixed-price contracts, is recognized over time based on the ratio of costs incurred to estimated total contract costs. The determination of estimated total contract costs of acquisition services contracts requires the use of significant assumptions related to estimated purchased services, materials, and labor costs. Changes to the assumptions used to measure revenue could impact the amount of revenue recognized in the consolidated financial statements (see Note 3(k)).

 

vii.Impairment:

 

The carrying value of long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable and assesses the impairment for intangible assets not yet available for use on an annual basis. The Company has determined that its long-lived assets belong to two distinct cash-generating units (“CGUs”). The Company determines the value in use based on estimated discounted future cash flows and an impairment is recognized if the carrying value exceeds that estimate. The assumptions used in determining estimated discounted future cash flows include projected revenues and discount rates. Judgment is required in determining the level at which to test impairment, including the grouping of CGUs that generate cash inflows (see Note 3(j)).

 

viii.Defined benefit plan:

 

The cost of the defined benefit plan is determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

 

The calculation is most sensitive to changes in the discount rate. In determining the appropriate discount rate, management considers the interest rates of corporate bonds in currencies consistent with the currencies of the post-employment benefit obligation. Governmental bonds denominated in that currency are used where there is no deep market in high quality corporate bonds. The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at intervals in response to demographic changes. Future salary increases are based on expected future inflation rates.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 4

 

ix.Leases:

 

The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Company has several lease contracts that include extension options. The Company applies judgment in evaluating whether it is reasonably certain whether or not to exercise the option to renew the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal.

 

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company ‘would have to pay’, which requires estimation when no observable rates are available.

 

3.Summary of material accounting policies:

 

(a)Consolidation:

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Intermap Technologies Inc. (a U.S. corporation); Intermap Insurance Solutions Inc. (a U.S. corporation), Intermap Technologies PTY Ltd (an Australian corporation); Intermap Technologies s.r.o. (a Czech Republic corporation); and PT ExsaMap Asia (an Indonesian corporation).

 

Inter-company balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. The accounting policies of all subsidiaries are consistent with the Company’s policies.

 

(b)Cash:

 

Cash includes unrestricted cash balances.

 

(c)Property and equipment:

 

Property and equipment are measured at cost less accumulated depreciation. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of aircraft overhauls is capitalized and depreciated over the period until the next overhaul. When parts of an item of property and equipment have different useful lives, they are accounted for as separate items. Depreciation is calculated over the depreciable amount, which is the cost of an asset, less its residual value. Depreciation is provided on the straight-line basis over the following useful lives of the assets:

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 5

 

Assets   Years  
Aircraft – avionics and airframe   10-12  
Aircraft engines   7  
Aircraft components – hydraulics, electrical and mechanical   2-4  
Mapping equipment – hardware and software   3-5  
Radar equipment   5  
Furniture and fixtures   5  
Leasehold improvements   Shorter of useful life or term of lease  

 

Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted, if appropriate.

 

Assets under construction are not depreciated until available for use by the Company. Expenditures for maintenance and repairs are expensed when incurred.

 

The cost of replacing an item of property and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property and equipment are recognized in profit or loss as incurred.

 

Gains and losses on disposal of property and equipment are determined by comparing the proceeds from disposal with the carrying amount and are recognized net of costs associated with the disposal within other income in net loss for the period.

 

(d)Intangible assets:

 

Intangible assets include data library products the Company builds with the use of proprietary software and intellectual property for use in software subscription sales and data license sales. Intangible assets are measured at cost less accumulated amortization, and they are amortized over a straight-line basis of three to five years. The amortization method, estimate of the useful life, and residual values of intangible assets are reviewed annually.

 

Development expenditures on an individual project are recognized as an intangible asset when the Company can demonstrate:

 

●the technical feasibility of completing the intangible asset so that the asset will be available for use or sale

 

●its intention to complete and its ability and intention to use or sell the asset

 

●how the asset will generate future economic benefits

 

●the availability of resources to complete the asset

 

●the ability to measure reliably the expenditure during development.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 6

 

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortization and accumulated impairment losses.

 

(e)Research and development:

 

Research costs are expensed as incurred. Development costs are expensed in the year incurred unless management believes a development project meets the specified criteria for deferral and amortization.

 

(f)Investments:

 

Investments include the common and preferred shares of a privately held company over which the Company exercises no control or significant influence. The investment is carried at fair value, with the change recognized in profit or loss.

 

(g)Leases:

 

At inception of a contract, the Company assesses the right to control the use of an identified asset for a period of time in exchange for consideration to determine if the contract is a lease. The Company recognizes a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The asset is depreciated to the earlier of the end of the useful life or the lease term using the straight-line method. The lease term includes periods covered by an option to extend if the Company is reasonably certain to use that option. Lease terms range from two to five years for offices and data facilities. The right of use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be determined, the Company’s incremental borrowing rate. Variable lease payments that do not depend on an index or rate are not included in the measurement of the lease liability. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the future lease payments, if there is a change in the Company’s estimated amount expected to be paid, or if the Company changes its assessment of if it will exercise a purchase, extension, or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

 

The Company has elected to apply the practical expedient not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases is recognized as an expense on a straight-line basis over the lease term.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 7

 

(h)Provisions:

 

A provision is recognized, if as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

 

i.Onerous contracts:

 

A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognizes any impairment loss on the assets associated with the contract.

 

(i)Income taxes:

 

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

 

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax liabilities are not recognized if they arise from initial recognition of goodwill. Deferred tax assets and liabilities are recognized whether the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill, temporary differences arising from investments in subsidiaries that are not expected to reverse in the foreseeable future and the initial recognition of assets or liabilities that affect neither accounting nor taxable loss which at the time of the transaction, does not give rise to equal taxable and deductible temporary differences. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 8

 

(j)Impairment:

 

The carrying amount of the Company’s non-financial assets is reviewed at each financial reporting date to determine whether there is any indication of impairment. Intangible assets that are not yet available for use are assessed annually regardless of whether there is an indication that the related assets may be impaired. In testing for impairment, the recoverable amount of the CGU is estimated in order to determine the extent of the impairment loss, if any.

 

The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit, or CGU).

 

An impairment loss is recorded when the recoverable amount of an asset or its CGU is less than its carrying amounts. Impairment losses are evaluated for potential reversals when events or changes in circumstances warrant such consideration.

 

(k)Revenue recognition:

 

Revenue is recognized upon transfer of control of goods or services to the buyer in an amount that reflects the consideration the Company expects to receive in exchange for those good or services. The Company’s goods and services are generally distinct and accounted for as separate performance obligations. Billings in excess of revenue are recorded as contract liability. Revenue recognized in excess of billings is recorded as contract asset.

 

The Company recognizes an asset related to the incremental costs of obtaining a contract with a customer. The Company has elected to make use of the practical expedient and will expense sales commission costs when incurred if the amortization period is less than 12 months.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 9

 

i.Data licenses:

 

Revenue from the sale of data licenses in the ordinary course of business is measured at the fair value of the consideration received or receivable. Customers obtain control of data products upon receipt of a physical hard drive or download of the data from a web link provided. Invoices are generated, and revenue is recognized when control is transferred. Invoices are generally paid within 30 days.

 

ii.Software subscriptions:

 

Software subscriptions are generally at least one year, with invoices issued and paid at the beginning of the license term. Revenue is recognized over time, and payments for future months of service are recognized in contract liability. While the license agreements are for a fixed term, some agreements also contain a limited number of clicks or uses. If the limit is reached prior to the end of the term, the license ends early.

 

iii.Fixed-price contracts:

 

Revenue from acquisition service contracts is recognized over time based on the ratio of costs incurred to estimated total contract costs. Provisions for estimated losses, if any, are recognized in the period in which the loss is determined. Contract losses are measured in the amount by which the estimated costs of the related project exceed the estimated total revenue for the project. Invoices are issued according to contractual terms and are usually payable within 30 days. Revenue recognized in excess of billings is recorded as contract asset. Billings in excess of revenue is recorded as contract liability.

 

(l)Share-based compensation:

 

The grant date fair value of equity-settled share-based payment awards granted to employees or contractors is recognized as expense, with a corresponding increase in equity, over the period the employees or contractors unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

 

Share-based payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions.

 

(m)Earnings per share:

 

The basic earnings per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options and warrants, if dilutive.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 10

 

(n)Financial instruments:

 

i.Initial measurement and classification:

 

Non-derivative financial assets: All other financial assets are recognized initially on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company determines the classification of its financial assets on the basis of both the business model for managing financial assets and the contractual cash flow characteristics of the financial assets. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets.

 

Assets at amortized cost: Amounts receivable are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. A financial asset is measured at amortized cost if it is held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

Financial assets at fair value through profit and loss (“FVTPL”): Assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive income, are measured at FVTPL.

 

Financial liabilities at amortized cost: Financial liabilities are recognized initially on the date at which the Company becomes a party to the contractual provisions of the instrument.

 

ii.Subsequent measurement:

 

Non-derivative financial assets: The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability.

 

Financial assets and liabilities are offset, and the net amount presented in the consolidated statements of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

 

Assets at amortized cost: Subsequent to initial recognition, amounts receivable are measured at amortized cost using the effective interest method, less any impairment losses.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 11

 

Financial assets at fair value through profit and loss: Equity investments are measured at fair value. Net changes in the fair value are recognized in profit and loss.

 

Financial liabilities at amortized cost: The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.

 

Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

 

iii.Fair value measurement:

 

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices);

 

Level 3 – valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

During the reporting periods, there were no transfers between Level 1 and Level 2 fair value measurements.

 

The following is a summary of the classification the Company has applied to each of its significant categories of financial instruments outstanding:

 

Financial instrument:   Classification:
Cash   Assets at amortized cost
Amounts receivable   Assets at amortized cost
Unbilled revenue   Assets at amortized cost
Investments   Financial assets at fair value through profit and loss
Accounts payable and accrued liabilities   Financial liabilities at amortized cost
Bank loan   Financial liabilities at amortized cost
Long-term project financing   Financial liabilities at amortized cost
Long-term government loans   Financial liabilities at amortized cost
Loan payable   Financial liabilities at amortized cost
Lease obligations under finance leases   Financial liabilities at amortized cost

 

iv.Impairment of financial assets:

 

Loss allowances are measured based on the lifetime expected credit losses (ECLs). When determining whether the credit risk of a financial asset has increased significantly since initial recognition and then estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on historical experience and forward-looking information. The Company considers a financial asset to be in default when the customer is highly unlikely to pay its obligation in full and then impairs the asset.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 12

 

(o)Share capital:

 

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects.

 

(p)Warrants:

 

Warrants are classified as equity. Proceeds from the sale of combined financial instruments that include warrants are allocated to their components based on their relative fair values. The fair value of warrants is estimated using the Black-Scholes option pricing model at the time of their issuance. If warrants are exercised, a pro-rata portion of the amount recognized at their original issuance is transferred to common shares. If warrants expire unexercised, the amount recognized at their original issuance is transferred to contributed surplus.

 

(q)Defined benefit plan:

 

The Company has a defined benefit plan in PT ExsaMap Asia (an Indonesian corporation) which is governed by employment laws of Indonesia. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method. Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the statement of financial position with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods. Past service costs are recognized in profit or loss on the earlier of: the date of the plan amendment or curtailment, and the date that the Company recognizes related restructuring costs. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

 

(r)Functional and presentation currency:

 

These consolidated financial statements are presented in United States dollars, which is the Company’s functional currency. The Company’s subsidiaries’ functional currency is United States dollars, except for the Intermap Technologies s.r.o entity which has a functional currency of Czech Koruna.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 13

 

(s)Foreign currency translation:

 

Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the functional currency). Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional currency of an entity are recognized in net loss for the period.

 

Assets and liabilities of entities with functional currencies other than United States dollars are translated at the period end rates of exchange, and the results of their operations are translated at exchange rates prevailing at the dates of transactions. The resulting translation adjustments are included in accumulated other comprehensive income in shareholders’ equity.

 

4.New and revised IFRS accounting pronouncements:

 

(a)New accounting standards, amendments and interpretations adopted:

 

The Company has adopted the amendments effective January 1, 2025 related to IAS 21 The Effects of Changes in Foreign Exchange Rates relating to instances where exchangeability of a foreign currency is lacking. These amendments did not have a material impact on the Company’s financial statements, additional disclosures were provided as required.

 

(b)New accounting standards, amendments and interpretations not yet adopted:

 

A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended December 31, 2025, and have not been early adopted in preparing these consolidated financial statements.

 

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1. IFRS 18 applies to annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The standard must be applied retrospectively with restatement of comparative information. The key new concepts introduced in IFRS 18 relate to: the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements; and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes. The Company is currently assessing the impact and efforts related to adopting IFRS 18. The Company expects the standard will primarily affect the presentation and disclosure of information within the consolidated financial statements.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 14

 

In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments. These amendments clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance targets); and update the disclosures for equity instruments designated at fair value through other comprehensive income. These amendments apply to annual reporting periods beginning on or after January 1, 2026. Earlier application is permitted and the amendments are to be applied retrospectively. The Company does not expect these amendments to have a material impact on its consolidated financial statements.

 

For annual reporting periods beginning on or after January 1, 2025, the IASB issued Lack of Exchangeability, amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates. The amendments clarify how an entity should assess whether a currency is exchangeable and how to determine the appropriate spot exchange rate when exchangeability is lacking. The amendments also require additional disclosures to help users of the financial statements understand how the inability to exchange one currency for another affects, or is expected to affect, the entity’s financial position, financial performance, and cash flows. The Company does not expect these amendments to have a material impact on its consolidated financial statements.

 

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates and are not expected to have a significant impact on the Company’s consolidated financial statements.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 15

 

5.Property and equipment:

 

   Aircraft
and
engines
   Radar and
mapping
equipment
   Furniture
and
fixtures
   Leasehold
improvements
   Under
construction
   Total 
                         
Balance at December 31, 2023  $379   $285   $2   $11   $302   $979 
                               
Additions   237    616    32    66    1,377    2,328 
Depreciation   (82)   (288)   (6)   (20)   -    (396)
Transfer   829    672    -    -    (1,501)   - 
                               
Balance at December 31, 2024  $1,363   $1,285   $28   $57   $178   $2,911 
                               
Additions   -    558    -    11    498    1,067 
Depreciation   (162)   (500)   (11)   (42)   -    (715)
Transfer   48    42    -    4    (302)   (208)
                               
Balance at December 31, 2025  $1,249   $1,385   $17   $30   $374   $3,055 

 

   Aircraft
and
engines
   Radar and
mapping
equipment
   Furniture
and
fixtures
   Leasehold
improvements
   Under
construction
   Total 
                         
Cost  $11,684   $26,166   $377   $1,147   $178   $39,552 
                               
Accumulated depreciation   (10,321)   (24,881)   (349)   (1,090)   -    (36,641)
                               
Balance at December 31, 2024  $1,363   $1,285   $28   $57   $178   $2,911 
                               
Cost  $11,732   $26,766   $377   $1,162   $374   $40,411 
                               
Accumulated depreciation   (10,483)   (25,381)   (360)   (1,132)   -    (37,356)
                               
Balance at December 31, 2025  $1,249   $1,385   $17   $30   $374   $3,055 
                               
                               

 

During the twelve months ended December 31, 2025, the Company purchased $524 (December 31, 2024 - $337) of computer equipment using an equipment financing loan.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 16

 

  6.Intangible assets:

 

   Data library   Data library not
yet available
for use
   Total 
             
Balance at December 31, 2023  $336   $641   $977 
                
Additions   8    226    234 
Transfer   539    (539)   - 
Amortization   (364)   -    (364)
                
Balance at December 31, 2024  $519   $328   $847 
                
Additions   416    -    416 
Transfer   536    (328)   208 
Amortization   (348)   -    (348)
                
Balance at December 31, 2025  $1,123   $-   $1,123 

 

   Data library   Data library not
yet available
for use
   Total 
             
Cost   1,582    328   $1,910 
                
Accumulated amortization   (1,063)   -    (1,063)
                
Balance at December 31, 2024  $519   $328   $847 
                
Cost   2,534    -    2,534 
                
Accumulated amortization   (1,411)   -    (1,411)
                
Balance at December 31, 2025  $1,123   $-   $1,123 

 

  7.Right of use assets:

 

   December 31,   December 31, 
   2025   2024 
         
Beginning Balance  $401   $381 
           
Depreciation   (334)   (333)
New leases   610    353 
Termination   (134)   - 
Ending Balance  $543   $401 

 

During the year ended December 31, 2025, the Company terminated their facility leases in Calgary, Jakarta and Prague. During the same period, the Company entered into new five-year facility leases in Calgary and Prague and extended leases of Jakarta and the colocation facility. The incremental borrowing rate used in the determination of the lease liability and right of use assets of the new leases was 9.45% to 11.06%. The derecognition of the terminated leases resulted in a net gain of $36. During the year ended December 31, 2024, the Company extended the data storage lease by one year and extended and expanded the Jakarta office facility lease by two years.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 17

 

8.Investment:

 

The Company has an investment in a privately held company over which the Company exercises no control or significant influence. The fair value of the investment at December 31, 2025 and 2024 was estimated using a market-based approach with primarily unobservable inputs, including the comparable enterprise value to revenue multiples discounted for considerations such as the lack of marketability and other differences between the comparable peer group and the privately held company. Revenue multiples were selected from comparable public companies based on industry, size, target markets, and other factors that the Company considers to be reasonable and range from 1.6 to 5.0. The comparable enterprise value to revenue multiple was applied to the trailing twelve months actual revenues of the privately held company to determine the enterprise value of the privately held company. Once the enterprise value of the privately held company was determined the net debt was removed (total debt less cash) and the remaining equity value was discounted by 30% for lack of marketability and then allocated to the capital of the privately held company in order of ranking (e.g., preferred shares, common shares). At December 31, 2025, the fair value was estimated to be $862 (December 31, 2024 – $776) and is a level 3 fair value measurement. A 20% change in the revenue multiple used to estimate the value of the investment would impact net income by approximately $89 (December 31, 2024 – $155).

 

9.Accounts payable and accrued liabilities:

 

   December 31,   December 31, 
   2025   2024 
         
Accounts payable  $1,440   $2,614 
Accrued liablities   732    2,182 
VAT payable   96    30 
Total  $2,268   $4,826 

 

During the twelve months ended December 31, 2025, the Company reversed excess vendor payables of $7 (December 31, 2024 - $44) recorded in prior years based on IFRS 9 derecognition of financial liabilities as the liabilities were extinguished by the vendor.

 

During the third quarter of 2024, the Company executed a supplier financing arrangement with a financing company in Canada to finance vendor invoices. Interest accrued at 6.69% annualized and payment was due within 150 days. The amount owed at December 31, 2025, was $Nil (December 31, 2024 – $211) and was included in accounts payable and accrued liabilities. The table below presents the carrying amount of the supplier financing agreement as at December 31, 2025 and 2024.

 

   December 31,   December 31, 
   2025   2024 
         
Carrying amount of supplier financing arrangement:          
Presented in accounts payable  $-   $211 
- of which suppliers have received payment          
from finance supplier   -    210 
           
Range of payment due dates:          
Liabilities that are part of the arrangements        150 days 
Comparable accounts payable that are not part of the          
arrangements        30-45 days 

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 18

 

10.Financial liabilities:

 

The following table provides a reconciliation of movements of liabilities to cash flows arising from financing activities and balances at December 31, 2025 and 2024:

 

   Bank
Loan
   Loan
Payable
   Project
Financing
   Government
Loans
  

Lease
Obligations

(Note 11)

   Total 
                        
Balance at December 31, 2023  $71   $-   $182   $391   $455   $1,099 
                               
Changes from financing activities:                              
Repayment of bank loan   (41)   -    -    -    -    (41)
Repayment of loan payable   -    (41)   -    -    -    (41)
Payment of lease obligations   -    -    -    -    (345)   (345)
Repayment of government loans   -    -    -    (114)   -    (114)
                               
Total changes from financing activities   (41)   (41)   -    (114)   (345)   (541)
                               
Foreign exchange   2    -    (15)   (15)   (11)   (39)
                               
Other changes:                              
Financing costs   5    17    -    16    47    85 
Interest paid   (5)   (17)   -    (5)   (47)   (74)
New loan   -    310    -    -    -    310 
New leases (Note 7)   -    -    -    -    353    353 
                               
Balance at December 31, 2024  $32   $269   $167   $273   $452   $1,193 
                               
Changes from financing activities:                              
Repayment of bank loan   (35)   -    -    -    -    (35)
Repayment of loan payable   -    (127)   -    -    -    (127)
Payment of lease obligations   -    -    -    -    (334)   (334)
Repayment of government loans   -    -    -    (278)   -    (278)
                               
Total changes from financing activities   (35)   (127)   -    (278)   (334)   (774)
                               
Foreign exchange   3    -    8    1    6    18 
                               
Other changes:                              
Financing costs   2    (41)   -    9    44    14 
Interest paid   (2)   41    -    (5)   (44)   (10)
New loan   -    1,091    -    -    -    1,091 
New leases (Note 7)   -    -    -    -    610    610 
Adjustment (Note 7)   -    -    -    -    (169)   (169)
                               
Balance at December 31, 2025  $-   $1,233   $175   $-   $565   $1,973 

 

(a)Bank loan:

 

On August 8, 2022, the Company executed a bank loan in the Czech Republic to finance the purchase of foundation data for 2,500,000 Czech Republic koruna (equivalent $110). Interest accrues at 10.71% and minimum monthly installment payments of $4 thousand began in December 2022 and was paid in full during November 2025.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 19

 

(b)Loan payable:

 

During 2024, the Company executed two equipment financing loans to purchase $337 of computer equipment. The Company paid a down payment of $27 and financed $240 at a 12.21% interest rate per annum with a monthly payment of $8 and $70 at a 13.00% interest rate per annum with a monthly payment of $2. Each loan is for 36 months. During the fourth quarter of 2025, the Company executed another equipment financing loan to purchase $524 of computer equipment and $567 of maintenance financed at 7.21% interest rate per annum with a monthly payment of $22 for 60 months.

 

   December 31,   December 31, 
   2025   2024 
         
Loan payable  $1,233   $269 
           
Total   1,233    269 
           
Less current portion   (299)   (97)
           
Long-term portion of loan payable  $934   $172 

 

(c)Project financing:

 

Reimbursable project development funds provided by a corporation designed to enable the development and commercialization of geomatics solutions in Canada. The funding is repayable upon the completion of a specific development project and the first sale of any of the resulting product(s). Repayment is to be made in quarterly installments equal to the lesser of 20% of the funding amount or 25% of the prior quarter’s sales. There were no sales of the related products during the year ended December 31, 2025 and 2024.

 

(d)Government loans:

 

   December 31,   December 31, 
   2025   2024 
         
SBA loan  $-   $144 
Western Development Canada loan   -    129 
           
Total   -    273 
           
Less current portion   -    (132)
           
Long-term portion of government loans  $-   $141 

 

i.SBA loan:

 

On July 17, 2020, the Company received a $150 long-term loan from the Small Business Administration (SBA). Interest will accrue at the rate of 3.75% per annum and payments of $0.7 monthly began twelve months from the date the funds were received. The balance of principal and interest is payable thirty years from the date of the note. During December 2025, the Company paid the loan in full.

 

ii.Western Development Canada loan:

 

On December 29, 2020, the Company received a $385 (C$494) long-term loan from Western Economic Diversification in Canada. The loan will be repaid in 36 monthly installments that started in January 2023. The loan is non-interest bearing, and therefore the fair value at inception must be estimated to account for an imputed interest factor. The value at inception was determined to be $312, based on the estimated discount rate of 6.07%, and is subject to estimation uncertainty. The resulting discount of $73 was recognized in government grants at December 31, 2020 and is accreted through interest expense over the term of the loan using the effective interest method. The loan was paid in full during December 2025.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 20

 

11.Lease obligations:

 

The following table presents the contractual undiscounted cash flows for lease obligations which require the following payments for each period ending December 31:

 

      
2026  $318 
2027   125 
2028   76 
2029   76 
2030   56 
Lease obligations  $651 

 

The following table presents payments for lease obligations:

 

   December 31,   December 31, 
   2025   2024 
         
Principal payments  $334   $345 
Interest payments   44    47 
Short-term lease payments   303    258 
Payments for lease obligations  $681   $650 

 

The Company also has contractual undiscounted cash flows for short-term and low-value operating leases for equipment and maintenance that are not on the statements of financial position which require payments of $350 for the twelve months ending December 31, 2026.

 

12.Defined benefit plan:

 

The principal assumptions used in determining the defined benefit obligation for the year ended December 31, 2025 are: discount rate of 6.39%, annual salary increase of 10%, retirement age is 57 years, mortality rate is based Table Mortalita Indonesia.

 

   2025 
     
Net benefit expense (recognized in profit or loss)     
      
Current service cost  $21 
Net interest on liabilities   11 
Net benefits expense  $32 
      
Changes in the present value of defined benefit obligations     
      
Defined benefit obligation at December 31, 2024  $203 
Current service cost   21 
Net interest on liabilities   11 
Acturial loss   54 
Defined benefit obligation at December 31, 2025  $289 

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 21

 

13.Revenue:

 

Details of revenue are as follows:

 

For the twelve months ended December 31,  2025   2024 
         
Acquisition services  $3,949   $10,496 
Value-added data   1,408    3,110 
Software and solutions   5,213    4,031 
Revenue   $10,570   $17,637 
           
Primary geographical market          
United States  $1,910   $2,299 
Asia/Pacific   4,055    11,666 
Europe   4,605    3,672 
Revenue   $10,570   $17,637 
           
Timing of revenue recognition          
Upon delivery  $1,739   $3,613 
Services overtime   8,831    14,024 
Revenue   $10,570   $17,637 

 

Changes in the contract asset balance are as follows:

 

For the twelve months ended December 31,  2025   2024 
         
Contract asset, beginning of year  $2,640   $- 
Increase in contract asset recognized   3,949    7,308 
Amounts invoiced included in the          
 beginning balance   (2,640)   - 
Amounts invoiced in the current year   (3,984)   (4,668)
Foreign exchange   35    - 
Contract asset, end of year  $-   $2,640 

 

Changes in the contract liability balance are as follows:

 

For the twelve months ended December 31,  2025   2024 
         
Contract liability, beginning of year  $2,158   $2,553 
Recognition of contract liability included in the          
 beginning balance   (2,002)   (2,052)
Recognition of contract liability in the current year   (1,961)   (2,954)
Amounts invoiced and contract liability   4,290    4,621 
Foreign exchange   103    (10)
Contract liability, end of year  $2,588   $2,158 

 

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the expected benefit of those costs is longer than one year. The Company determined that certain commissions paid to sales employees meet the requirement to be capitalized. Total capitalized contract acquisition costs included in prepaid expenses and other assets to obtain contracts at December 31, 2025 was $23 (December 31, 2024 – $194) and are amortized consistent with the method of revenue recognized on the contract.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 22

 

Changes in contract acquisition costs, included in prepaid expenses, are as follows:

 

   December 31,   December 31, 
   2025   2024 
         
Contract acquisition costs, beginning of period  $194   $114 
Additions   27    496 
Amortization   (198)   (416)
Contract acquisition costs, end of period  $23   $194 

 

14.Operating and non-operating costs:

 

(a)Operating costs:

 

For the twelve months ended December 31,  2025   2024 
         
Personnel  $9,063   $6,373 
Purchased services & materials(1)   5,592    6,201 
Travel   458    712 
Facilities and other expenses   994    717 
Total operating costs   $16,107   $14,003 

 

(1)Purchased services and materials include aircraft costs, project costs, professional and consulting fees, and selling and marketing costs.

 

(b)Financing costs:

 

For the twelve months ended December 31,  2025   2024 
         
Interest on bank loan  $2   $5 
Interest on government loans   9    16 
Interest on lease obligations   44    47 
Interest on loan payable   41    17 
Interest on accounts payable   8    4 
Total financing costs   $104   $89 

 

15.Share capital:

 

(a)Authorized:

 

The authorized share capital of the Company consists of an unlimited number of Class A common shares and an unlimited number of Class A participating preferred shares. There are no Class A participating preferred shares outstanding.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 23

 

(b)Issued:

 

   December 31, 2025   December 31, 2024 
   Number of      Number of    
Class A common shares  Shares   Amount   Shares   Amount 
                 
Balance, beginning of year:   53,618,357   $213,528    41,535,755   $209,296 
Private placement   15,086,208    29,345    7,466,568    2,445 
Issuance costs   -    (3,549)   329,899    (254)
Exercise of warrants   3,733,099    3,120    4,286,135    2,041 
Balance, end of year:   72,437,664   $242,444    53,618,357   $213,528 

 

During the fourth quarter of 2025, 1,243,000 warrants were exercised for consideration of $857 and issuance costs of $17 were recorded.

 

In September 2025, the Company received gross proceeds of $20,653 under the “bought deal” offering issuing a total of 9,584,100 Class A common shares at a price of C$3.00. The Company recorded issuance costs of $2,460, including 575,046 warrants. The warrants were valued at $577 using the Black-Scholes pricing model with the following main assumptions: share price – C$3.05, volatility – 80.67%, risk free rate – 4.5%, dividend 0%.

 

During the third quarter of 2025, 2,380,554 warrants were exercised for consideration of $2,188.

 

In May 2025, 109,545 warrants were exercised for consideration of $75 and issuance costs of $2 were recorded.

 

In February 2025, the Company closed a “bought deal” Listed Issuer Financing Exemption offering and concurrent private placement issuing a total of 5,502,108 Class A common shares at a price of C$2.25 for aggregate gross proceeds of $8,692. The Company recorded issuance costs of $1,070, including 330,126 warrants. The warrants were valued at $267 using the Black-Scholes pricing model with the following main assumptions: share price - C$2.01 - C$2.51, volatility – 75.95%- 76.58%, risk free rate – 4.5%, dividend 0%.

 

During the fourth quarter of 2024, 3,736,400 warrants were exercised for consideration of $1,785 and issuance costs of $15 were recorded.

 

During the third quarter of 2024, the Company completed a private placement resulting in the issuance of 7,346,568 Class A common shares at a price of C$0.45 per common share for aggregate gross proceeds of $2,408. The Company recorded issuance costs of $213, including 329,899 Class A common shares issued as finder’s fees. Also, 228,000 warrants were exercised for consideration of $101 during the quarter ended September 30, 2024.

 

During the first quarter of 2024, 321,735 warrants were exercised for consideration of $155.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 24

 

On January 4, 2024, the Company completed a private placement resulting in the issuance of 120,000 Units for aggregate consideration of $37. Each Unit had a purchase price of C$0.50 and consisted of one Class A common share of the Corporation and one Class A common share purchase warrant. Each warrant entitles the holder to purchase one Class A common share at a purchase price of US$0.60 per share for a period of two years from the issue date. The total consideration received was allocated to Share Capital and Warrants on a relative fair value basis. The fair value of the warrants was determined using the Black-Scholes pricing model based on the risk-free rate of 3.80%, average expected warrant life of 2 years, share price estimated volatility of 79% and expected dividend payments of Nil. The Company recorded non-cash issuance costs related to this award based on the fair value of the award at the date of the closing of $10, bringing the total costs of the issuance to $26.

 

(c)Contributed surplus:

 

   December 31,   December 31, 
   2025   2024 
         
Balance, beginning of year  $28,009   $26,985 
Share-based compensation   273    487 
Issuance costs   -    103 
Exercise of warrants   -    434 
RSU and options surrenders   (1,780)   - 
           
Balance, end of year  $26,502   $28,009 

 

(d)Earnings (loss) per share:

 

The following table summarizes the calculation of the weighted average number of basic and diluted common shares:

 

   2025   2024 
         
Issued Common Shares at beginning of year   53,618,357    41,535,755 
           
Effect of shares issued from private placement   7,167,164    3,404,435 
Effect of shares issued from warrant exercises   1,012,939    1,022,776 
           
Weighted average number of basic Common Shares   61,798,460    45,962,966 
           
Effect of share options outstanding   -    388,722 
Effect of RSUs outstanding   -    2,520,355 
Effect of warrants outstanding   -    1,652,761 
           
Weighted average number of diluted Common Shares   61,798,460    50,524,804 

 

The calculation of earnings (loss) per share is based on the weighted average number of Class A common shares outstanding. Where the impact of the exercise of options or warrants is anti-dilutive, they are not included in the calculation of diluted loss per share.

 

For the year ended December 31, 2025, there were no outstanding share options (December 31, 2024 – 310,720), 3,672,415 RSUs (December 31, 2024 – 1,259,268) and 604,918 outstanding warrants (December 31, 2024 – 1,780,084) that were excluded from the diluted weighted average number of shares calculation as their effect would have been anti-dilutive.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 25

 

The average market value of the Company’s shares for purposes of calculating the dilutive effect of the share options and warrants was based on quoted market prices for the period during which the share options and warrants were outstanding.

 

(e)Share option plan:

 

The Company established a share option plan to provide long-term incentives to attract, motivate, and retain certain key employees, officers, directors, and consultants providing services to the Company. The plan permitted granting options to purchase up to 10% of the outstanding Class A common shares of the Company. The share option plan was replaced by the Omnibus Incentive Plan at the Annual General Meeting on March 15, 2018 (see Note 15(f)), and all options issued and outstanding at that time will remain until such time they are exercised, expired, or forfeited. At December 31, 2025, no share options are issued and outstanding, and no additional options will be issued under this plan.

 

The following tables summarize information regarding share options outstanding:

 

   December 31, 2025   December 31, 2024 
       Weighted       Weighted 
   Number of   average   Number of   average 
   shares   exercise   shares   exercise 
   under option   price (CDN)   under option   price (CDN) 
                 
Options outstanding, beginning of year   699,442   $0.72    794,443   $0.72 
Expired   -    -    (95,001)   0.70 
Surrender   (699,442)   0.72    -    - 
                     
Options outstanding, end of year   -   $-    699,442   $0.72 
                     
Options exercisable, end of year   -   $-    699,442   $0.72 

 

During the twelve months ended December 31, 2025 and 2024, the Company recognized $Nil of non-cash compensation expense related to the share option plan. In May 2025, the Company settled all vested stock options through cash payments in lieu of issuing equity instruments. The total cash paid to employees for the surrender of vested awards was $779.

 

(f)Omnibus Incentive Plan:

 

The Omnibus Incentive Plan (Omnibus Plan) was approved by the shareholders at the Annual General Meeting on March 15, 2018 and replaces the share option plan, the employee share compensation plan and the director’s share compensation plan, which provided for shares to be issued to employees and directors as compensation for services. The Omnibus Plan permits the issuance of options, stock appreciation rights, restricted share units and other share-based awards under one single plan.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 26

 

The maximum number of common shares reserved under the Omnibus Plan was 3,363,631. Any common shares reserved under the predecessor share option plan related to awards that expire or forfeit will be rolled into the Omnibus Plan. At the Annual General Meeting on June 29, 2021, shareholders approved replenishment of 997,253 Common Shares reserved for issuance under the Omnibus Plan. At the Annual General Meeting on June 29, 2023, shareholders approved replenishment of 1,300,000 Common Shares reserved for issuance under the Omnibus Plan, for a total reserve of 5,660,884. As of December 31, 2025, no share options (December 31, 2024 – 699,442) and 3,672,415 RSUs (December 31, 2024 – 3,779,623) are issued and outstanding. In addition, 872,183 Class A common shares were issued during 2018, 125,070 Class A common shares were issued during 2020, and 50,000 shares were issued during 2021 under the plan, leaving 941,216 awards remain available for future issuance.

 

The following tables summarize information regarding RSUs outstanding:

 

   December 31,   December 31, 
   2025   2024 
   Number of   Number of 
   RSUs   RSUs 
         
RSUs outstanding, beginning of year   3,779,623    3,779,623 
Issued   502,658    100,000 
Forfeitures   -    (100,000)
Surrenders   (609,866)   - 
           
RSUs outstanding, end of year   3,672,415    3,779,623 

 

During the twelve months ended December 31, 2025, 502,658 RSUs were issued (twelve months ended December 31, 2024 – 100,000). During the twelve months ended December 31, 2025, the Company recognized $273 (twelve months ended December 31, 2024 – $398) of non-cash compensation expense related to the RSUs.

 

In May 2025, the Company settled 609,866 vested RSUs through cash payments in lieu of issuing equity instruments. The total cash paid to employees and directors for the surrender of vested awards was $1,001.

 

(g)Share-based compensation expense:

 

Non-cash compensation expense has been included in operating costs with respect to the share options, RSUs and shares granted to employees and non-employees as follows:

 

For the twelve months ended December 31,  2025   2024 
         
Employees  $123   $254 
Directors and advisors   150    144 
Non-cash compensation  $273   $398 

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 27

 

16.Class A common share purchase warrants:

 

The following table details the number of Class A common share purchase warrants outstanding at each statement of financial position date:

 

              Number of               Number of 
              Warrants               Warrants 
              Outstanding               Outstanding 
   Expiry  Exercise       December 31,               December 31, 
Grant Date  Date  Price   Granted   2024   Issued   Expired   Exercised   2025 
                                
8/10/2023  8/9/2025  $0.60    810,000    810,000    -    -    (810,000)   - 
8/10/2023  8/9/2025  $0.49    48,600    48,600    -    -    (48,600)   - 
9/5/2023  9/4/2025  $0.59    84,545    84,545    -    -    (84,545)   - 
10/20/2023  10/19/2025  $0.59    695,000    650,000    -    -    (650,000)   - 
10/20/2023  10/19/2025  $0.59    41,700    41,700    -    -    (41,700)   - 
12/21/2023  12/20/2025  $0.60    1,650,000    1,600,000    -    -   (1,600,000)   - 
12/21/2023  12/20/2025  $0.40    81,000    78,000    -    -    (78,000)   - 
1/4/2024  1/3/2026  $0.60    120,000    120,000    -    -    (120,000)   - 
2/20/2025  2/20/2027  $1.69    18,000    -    18,000    -    -    18,000 
2/20/2025  2/20/2027  $1.57    177,420    -    177,420    -    (177,420)   - 
2/20/2025  2/20/2027  $1.67    122,834    -    122,834    -    (122,834)   - 
3/7/2025  3/7/2027  $1.68    11,872    -    11,872    -    -    11,872 
9/29/2025  9/29/2027  $2.18    575,046    -    575,046    -    -    575,046 
                                       
            4,436,017    3,432,845    905,172    -    (3,733,099)   604,918 

 

The following table details the value of the broker and non-broker Class A common share purchase warrants outstanding at each statement of financial position date.

 

   Non-Broker   Broker   Total 
   Number of       Number of       Number of     
   Warrants   Value   Warrants   Value   Warrants   Value 
                         
Balance at December 31, 2023   7,112,045   $698    486,935   $93    7,598,980   $791 
                               
Issued   120,000    10    -    -    120,000    10 
Exercised   (3,967,500)   (372)   (318,635)   (62)   (4,286,135)   (434)
                               
Balance at December 31, 2024   3,264,545   $336    168,300   $31    3,432,845   $367 
                               
Issued   -    -    905,172    844    905,172    844 
Exercised   (3,264,545)   (336)   (468,554)   (277)   (3,733,099)   (613)
                               
Balance at December 31, 2025   -   $-    604,918   $598    604,918   $598 

 

Each warrant entitles its holder to purchase one Class A common share.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 28

 

17.Income Taxes:

 

(a)Current tax (expense) recovery:

 

December 31,  2025   2024 
         
Current period  $(22)  $- 
           
Income tax expense   $(22)  $- 

 

(b)Reconciliation of effective tax rate:

 

Income tax expense varies from the amount that would be computed by applying the basic federal and provincial income tax rates to the net income (losses) before taxes as follows:

 

December 31,  2025   2024 
         
(Loss) income for the year  $(6,690)  $2,463 
           
Tax rate   23.0%   23.0%
           
Expected Canadian income tax recovery (expense)  $1,539   $(568)
           
Decrease resulting from:          
Change in unrecognized temporary differences   (4,480)   3,422 
Share issuance costs in equity   (683)   - 
Difference between Canadian statutory rate and those applicable to U.S. and other foreign subsidiaries   (97)   (63)
Non-deductible expenses and non-taxable income   (95)   (50)
Adjustment for prior years income tax matters   4,751    (2,665)
Expiry of tax losses   (957)   - 
Other   -    (76)
Income tax expense  $(22)  $- 

 

(c)Recognized deferred tax assets and liabilities:

 

Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. Deferred tax assets and liabilities recognized at December 31, 2025 and 2024, are as follows:

 

   Assets   Liabilities   Net 
December 31,  2025   2024   2025   2024   2025   2024 
                              
Property and equipment  $-   $-   $310   $524   $310   $524 
Right of use assets   -    -    39    -    39    - 
Intangible assets   -    -    163    89   163   $89 
Investments at fair value    -    -    99    -    99    - 
Note payable    -    -    2    5    2    5 
Tax loss carryforwards   (613)   (618)        -    (613)   (618)
                               
Tax (assets) liabilities  $(613)  $(618)  $613   $618   $-   $- 
                               
Set off of tax   613    618    (574)   (618)   39    - 
Net tax (assets) liabilities  $-   $-   $39   $-   $39   $- 

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 29

 

(d)Unrecognized deferred tax assets:

 

Deferred tax assets have not been recognized in respect of the following items:

 

December 31,  2025   2024 
         
Deductible temporary differences  $1,923   $21,333 
Tax loss carryforwards   189,282    192,030 
Property plant and equipment   3,677    - 
Lease liability   207    - 
Share issuance costs   2,834    - 
R&D tax credits   2,139    - 
           
Unrecognized deferred tax assets   $200,062   $213,363 

 

The deferred tax asset is recognized when it is probable that future taxable profit will be available to utilize the benefits. The Company has not recognized deferred tax assets with respect to these items due to the uncertainty of future Company earnings.

 

Loss carry forwards:

 

At December 31, 2025, approximately $189,282 of loss carry forwards and $2,139 of tax credits were available in various jurisdictions. At December 31, 2024, $194,972 of loss carry forwards and $2,139 of tax credits were available in various jurisdictions. A summary of losses by year of expiry are as follows:

 

Twelve months ended December 31,    
     
2026  $5,232 
2027-2044   163,233 
Indefinite   20,817 
Loss carry forwards  $189,282 

 

(e)Movement in deferred tax balances during the year:

 

   Balance at   Recognized in   Recognized   Balance at 
   December 31, 2024   Profit and Loss   in Equity   December 31, 2025 
                 
Property and equipment  $(524)  $214   $-   $ (310)
Intangible assets   (89)   (74)   -    (163)
Investments at fair value   -   (99)   -    (99)
Right of use assets   -    (39)   -    (39)
Tax reserves and other   (5)    3    -    (2) 
Tax loss carryforwards   618    (5)   -    613 
                     
Net tax (assets) liabilities  $-   $-   $-   $- 

 

18.Segmented information:

 

The operations of the Company are in one industry segment: digital mapping and related services. Revenue by geographic segment is included in Note 13.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 30

 

Property and equipment of the Company are located as follows:

 

   December 31, 2025   December 31, 2024 
         
United States  $2,851   $2,393 
Europe   21    212 
Asia/Pacific   183    306 
Property and equipment  $3,055   $2,911 

 

A summary of sales to major customers that exceeded 10% of total sales during each period are as follows:

 

Year ended December 31,  2025   2024 
         
Customer A  $3,949   $10,496 
Customer B   1,236    650 
Sales  $5,185   $11,146 

 

19.Financial risk management:

 

The Company has exposure to the following risks from its use of financial instruments: credit risk, market risk, liquidity risk, and capital risk. Management, the Board of Directors, and the Audit Committee monitor risk management activities and review the adequacy of such activities. This note presents information about the Company’s exposure to each of the risks as well as the objectives, policies and processes for measuring and managing those risks.

 

The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

 

(a)Credit risk

 

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Such risks arise principally from certain financial assets held by the Company consisting of outstanding trade receivables.

 

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk.

 

Approximately 49 percent of the Company’s revenue is attributable to transactions with two key customers (year ended December 31, 2024 – 60 percent of the revenue was attributable to one key customer), none of the Company’s trade receivables at year end are attributable to customers located in Asia/Pacific (December 31, 2024 – approximately 85 percent), and approximately 98 percent of the Company’s trade receivables at year end are attributable to customers located in Europe (December 31, 2024 – approximately 10 percent).

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 31

 

The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered.

 

A significant portion of the Company’s customers have transacted with the Company in the past or are reputable large Companies and losses have occurred infrequently.

 

The maximum exposure to credit risk of the Company at period end is the carrying value of these financial assets.

 

i.Amounts receivable

 

Expected credit losses are made on a customer-by-customer basis. All write downs against receivables are recorded within sales, general and administrative expense in the statement of operations. The Company is exposed to credit-related losses on sales to customers outside North America, due to potentially higher risks of collectability.

 

Amounts receivable consist of:

 

   December 31,   December 31, 
   2025   2024 
         
Trade receivables  $1,950   $3,265 
Other miscellaneous receivables   138    102 
           
Amount receivables  $2,088   $3,367 

 

Trade receivables by geography consist of:

 

   December 31,   December 31, 
   2025   2024 
         
United States  $37   $154 
Europe   1,913    338 
Asia/Pacific   -    2,773 
           
Trade receivables  $1,950   $3,265 

 

An aging of the Company’s trade receivables are as follows:

 

   December 31,   December 31, 
   2025   2024 
         
Current  $1,910   $3,236 
31-60 days   38    29 
61-90 days   -    - 
Over 91 days   2    - 
           
Trade receivables  $1,950   $3,265 

 

The balance of the past due amounts relates to recurring customers and are considered collectible.

 

ii.Cash

 

The Company manages its credit risk surrounding cash by dealing solely with what management believes to be reputable banks and financial institutions and limiting the allocation of excess funds into financial instruments that management believes to be highly liquid, low risk investments. The balance at December 31, 2025, is held in unrestricted cash at banks within the United States, Canada, Europe, and Asia to facilitate the payment of operations in those jurisdictions.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 32

 

(b)Market risk

 

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Company’s income or the value of its holding of financial instruments.

 

i.Foreign exchange risk

 

The Company operates internationally and is exposed to foreign exchange risk from various currencies, primarily the Canadian dollar, Euro, British pound, Indonesian rupiah, Czech Republic koruna, and Australian dollar. Foreign exchange risk arises from sales and purchase transactions as well as recognized financial assets and liabilities that are denominated in a currency other than the United States dollar, which is the functional currency of the Company and most its subsidiaries.

 

The Company’s primary objective in managing its foreign exchange risk is to preserve sales values and cash flows and reduce variations in performance. The fair value of the foreign currency forward contract was $Nil, and was determined based on Level 2 inputs, which included period-end mid-market quotations for each underlying contract. The quotations are based on bid/ask quotations and represent the discounted future settlement amounts based on current market rates. The notional principal of the foreign exchange contract was nil as at December 31, 2025.

 

The balances in foreign currencies at December 31, 2025, are as follows:

 

(in USD)  Australian Dollar   Canadian Dollar   Euro   British Pound   Indonesian Rupiah   Czech Republic Koruna 
                         
Cash  $-   $20,495   $130   $-   $24   $124 
Trade receivables   3    51    253    133    85    547 
Accounts payable and                              
 accrued liabilities   (2)   (398)   (35)   (17)   (13)   (468)
Project financing   -    (175)   -    -    -    - 
                               
Balances in foreign currencies  $1   $19,973   $348   $116   $96   $203 

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 33

 

The balances in foreign currencies at December 31, 2024, are as follows:

 

(in USD)  Australian Dollar   Canadian Dollar   Euro   British Pound   Indonesian Rupiah   Czech Republic Koruna 
                         
Cash  $-   $43   $26   $-   $41   $20 
Trade receivables   4    23    86    100    2,834    113 
Accounts payable and                              
 accrued liabilities   (4)   (548)   (26)   (37)   (200)   (332)
Project financing   -    (167)   -    -    -    - 
Government loans   -    (129)   -    -    -    - 
Bank loan   -    -    -    -    -    (32)
                               
Balances in foreign currencies  $-   $(778)  $86   $63   $2,675   $(231)

 

Based on the net exposures at December 31, 2025 and 2024, and if all other variables remain constant, a 10% depreciation or appreciation of the United States dollar against the following currencies would result in an increase / (decrease) in net earnings by the amounts shown below:

 

December 31, 2025                        
   Australian Dollar   Canadian Dollar   Euro   British Pound   Indonesian Rupiah   Czech Republic Koruna 
                         
United States dollar:                              
Depreciates 10%  $-   $(1,997)  $(35)  $(12)  $(10)  $(20)
Appreciates 10%        -    1,997    35    12    10    20 

 

December 31, 2024                        
   Australian Dollar   Canadian Dollar   Euro   British Pound   Indonesian Rupiah   Czech Republic Koruna 
                         
United States dollar:                              
Depreciates 10%  $-   $78   $(9)  $(6)  $(268)  $23 
Appreciates 10%        -    (78)   9    6    268    (23)

 

ii.Interest rate risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

 

Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not have any debt instruments outstanding with variable interest rates at December 31, 2025, or December 31, 2024.

 

Financial liabilities that bear interest at fixed rates are subject to fair value interest rate risk. No currency hedging relationships have been established for the related monthly interest and principal payments.

 

The Company manages its interest rate risk by minimizing financing costs on its borrowings and maximizing interest income earned on excess funds while maintaining the liquidity necessary to conduct operations on a day-to-day basis.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 34

 

(c)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company’s approach to managing capital is to ensure, as far as possible, that it will have sufficient liquidity to meet its obligations.

 

The Company manages its liquidity risk by evaluating working capital availability and forecasting cash flows from operations and anticipated investing and financing activities. At December 31, 2025, the Company has a cash balance of $22,521 (December 31, 2024 – $445) and working capital (current assets less current liabilities) of positive $20,582 (December 31, 2024 – negative $485). The Company’s liquidity is dependent on management’s ability to successfully secure sales with upfront payments, and / or obtain additional financing.

 

The following are the contractual maturities of the undiscounted cash flows of financial liabilities as of December 31, 2025:

 

   In less than 3 months   Between
3 months and 6 months
   Between
6 months and 1 year
   Between
1 year and 2 years
   Between
2 years and 5 years
   Greater than 5 years 
Payment due: 
   In less than 3 months   Between
3 months and 6 months
   Between
6 months and 1 year
   Between
1 year and 2 years
   Between
2 years and 5 years
   Greater than 5 years 
Accounts payable and accrued liabilities  $2,268   $-   $-   $-   $-   $- 
Project financing   -    -    -    175    -    - 
Loan payable   96    96    192    327    738    - 
Lease obligations   94    94    131    125    208    1 
                               
Financial liabilities  $2,458   $190   $323   $627   $946   $1 

 

The following are the contractual maturities of the undiscounted cash flows of financial liabilities as of December 31, 2024:

 

   In less than 3 months   Between
3 months and 6 months
   Between
6 months and 1 year
   Between
1 year and 2 years
   Between
2 years and 5 years
   Greater than 5 years 
Payment due: 
   In less than 3 months   Between
3 months and 6 months
   Between
6 months and 1 year
   Between
1 year and 2 years
   Between
2 years and 5 years
   Greater than 5 years 
Accounts payable and accrued liabilities  $4,409   $217   $200   $-   $-   $- 
Project financing   -    -    -    167    -    - 
Government loans   31    31    70    8    26    181 
Bank loan   9    9    16    -    -    - 
Loan payable   31    31    62    124    66    - 
Lease obligations   93    96    145    128    50    3 
                               
Financial liabilities  $4,573   $384   $493   $427   $142   $184 

 

(d)Capital risk

 

The Company’s objectives when managing its capital risk is to safeguard its assets, while at the same time maintaining investor, creditor, and market confidence, and to sustain future development of the business and ultimately protect shareholder value. The Company manages its risks and exposures by implementing the strategies below.

 

The Company includes shareholders’ deficiency, long-term bank loan, long-term portion of project financing, long-term government loans, and long-term portion of lease obligations in the definition of capital. Total capital at December 31, 2025, was positive $25,018 (December 31, 2024 – positive $4,159). To maintain or adjust the capital structure, the Company may issue new shares, issue new debt with different characteristics, acquire or dispose of assets, or adjust the amount of cash balances held.

 

The Company has established a budgeting and planning process with a focus on cash, working capital, and operational expenditures and continuously assesses its capital structure considering current economic conditions and changes in the Company’s short-term and long-term plans. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 35

 

20.Fair values:

 

Set out below is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments that are carried in the consolidated statement of financial position:

 

   Carrying   Fair   Carrying   Fair 
   December 31, 2025   December 31, 2024 
   Carrying   Fair   Carrying   Fair 
   Amount   Value   Amount   Value 
                 
Financial assets                    
Cash  $22,521   $22,521   $445   $445 
Amounts receivable   2,088    2,088    3,367    3,367 
Unbilled revenue   -    -    2,640    2,640 
Investments   862    862    776    776 
Financial assets  $25,471   $25,471   $7,228   $7,228 
                     
Financial liabilities                    
Accounts payable and accrued liabilities   2,268    2,268    4,623    4,623 
Project financing   175    -    167    - 
Bank loan   -    -    32    33 
Government loans   -    -    273    186 
Loan payable   1,233    1,183    269    275 
Financial liabilities  $3,676   $3,451   $5,364   $5,117 

 

The fair values of the financial assets and liabilities are determined at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

 

The following methods and assumptions were used to estimate the fair values:

 

●Cash, amounts receivable, accounts payable and accrued liabilities and provisions approximate their carrying amounts largely due to the short-term maturities of these instruments.
   
●The fair value of the project financing, bank loan, government loans, and loan payable were calculated based on the present value of expected payments, discounted using a risk-adjusted discount rate.

 

21.Related Parties:

 

The Company’s compensation program specifically provides for total compensation for executive officers, which is a combination of base salary, performance-based incentives and benefit programs that reflect aggregated competitive pay considering business achievement, fulfillment of individual objectives and overall job performance. Executive officers participate in the Company’s Omnibus Plan (Note 15(f)).

 

The compensation of non-employee directors consists of a cash component and an equity component. Directors participate in the Company’s Omnibus Plan (Note 15(f)).

 

 

 

 

Intermap Technologies corporation

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share information)

 

For the years ended December 31, 2025 and 2024

Page 36

 

The following summarizes key management personnel and directors’ compensation for the years ended December 31, 2025 and 2024:

 

Year ended December 31,  2025   2024 
         
Compensation and benefits  $1,976   $1,203 
Repurchase of share-based awards   1,160    - 
Share-based compensation   209    152 
Key management personnel compensation  $3,345   $1,355 

 

During the second quarter of 2025, the Company paid $1,160 to related parties to surrender vested share-based awards (see Notes 15(e) and (f)).

 

The following summarizes key management personnel and directors share ownership of the Company as of December 31, 2025, and 2024:

 

December 31,  2025   2024 
         
Number of Class A Common shares held   6,515,785    6,666,507 
Percentage of total Class A Common shares issued   9.00%   12.43%

 

22.Subsequent Event:

 

In January 2026, the Company settled 1,143,239 vested RSUs through cash payments in lieu of issuing equity instruments. The total cash paid for the surrender of vested awards was $1,605, of which $1,018 was paid to related parties.

 

 

 

 

Exhibit 99.3

 

Management’s Discussion and Analysis

 

For the years ended December 31, 2025 and 2024

 

For purposes of this discussion, “Intermap®” or the “Company” refers to Intermap Technologies® Corporation and its subsidiaries.

 

This management’s discussion and analysis (MD&A) is provided as of March 31, 2026 and should be read together with the Company’s audited Consolidated Financial Statements and the accompanying notes for the years ended December 31, 2025 and 2024. The results reported herein have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and, unless otherwise noted, are expressed in United States dollars.

 

The audited Consolidated Financial Statements have been prepared on a going concern basis in accordance with IFRS as issued by the IASB. The going concern basis of presentation assumes the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

 

The Consolidated Financial Statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis were not appropriate for these financial statements, then adjustments would be necessary to the carrying amounts of assets and liabilities, the reported expenses and the classifications used in the statements of financial position.

 

Additional information relating to the Company, including the Company’s AIF, can be found on the Company’s website at www.intermap.com and on SEDAR+ at www.sedarplus.ca.

 

NON-GAAP MEASURES

 

This MD&A makes reference to certain non-GAAP measures such as “EBITDA” and “Adjusted EBITDA.” These non-GAAP measures are not recognized, defined or standardized measures under IFRS as issued by the IASB. The Company’s definition of EBITDA and Adjusted EBITDA will likely differ from that used by other companies and therefore comparability may be limited. EBITDA and Adjusted EBITDA should not be considered a substitute for or in isolation from measures prepared in accordance with GAAP. These non-GAAP measures should be read in conjunction with the Company’s audited Consolidated Financial Statements and the accompanying notes for the years ended December 31, 2025 and 2024. Readers should not place undue reliance on non-GAAP measures and should instead view them in conjunction with the most comparable GAAP financial measures. See the reconciliation of EBITDA and Adjusted EBITDA to the most comparable GAAP financial measure in the Reconciliation of Non-GAAP Measures section of this MD&A.

 

1

 

 

FORWARD-LOOKING STATEMENTS

 

In the interest of providing the shareholders and potential investors of Intermap Technologies® Corporation (“Intermap” or the “Company”) with information about the Company and its subsidiaries, including management’s assessment of Intermap’s and its subsidiaries’ future plans, operations and financing alternatives, certain statements and information provided in this MD&A constitute forward-looking statements or information (collectively, “forward-looking statements”). Forward-looking statements are typically identified by words such as “may”, “will”, “should”, “could”, “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “target”, “believe”, and similar expressions suggesting future outcomes, and includes statements that actions, events, or conditions “may,” “would,” “could,” or “will” be taken or occur in the future. These forward-looking statements may be based on assumptions that the Company believes to be reasonable based on the information available on the date such statements are made, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties, and other factors which may cause actual results, levels of activity, and achievements to differ materially from those expressed or implied by such statements. The forward-looking information contained in this MD&A is based on certain assumptions and analysis by management of the Company in light of its experience and perception of historical trends, current conditions and expected future development and other factors that it believes are appropriate.

 

Forward-looking information and statements in this MD&A include, but are not limited to the following:

 

●increases in recurring revenue generated from multi-license contracts and software subscription renewal value increase;
●based on historical experience, ongoing customer relationships, and current assessment of credit risk, management expects outstanding receivables to be collectable and continues to monitor receivables and applies credit loss methodologies in accordance with IFRS;
●failure to achieve certain requirements could have a material adverse effect on the Company’s financial condition and/or results of operations.

 

The material factors and assumptions used to develop the forward-looking statements herein include, but are not limited to, the following: (i) there will be adequate liquidity available to the Company to carry out its operations; (ii) payments on material contracts will occur within a reasonable period of time after contract completion; (iii) the continued sales success of Intermap’s products and services; (iv) the continued success of business development activities; (v) there will be no significant delays in the development and commercialization of the Company’s products; (vi) the Company will continue to maintain effective production and software development capabilities to compete on the attributes and cost of its products; (vii) there will be no significant reduction in the availability of qualified and cost-effective human resources; (viii) demand for geospatial related products and services will continue to grow in the foreseeable future; (ix) there will be no significant barriers to the integration of the Company’s products and services into customers’ applications; (x) the Company will be able to maintain compliance with applicable contractual and regulatory obligations and requirements, (xi) superior technologies/products do not develop that would render the Company’s current product offerings obsolete.

 

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, nature of government contracts, economic conditions, loss of key customers, retention and availability of executive talent, competing technologies, continued listing of its common shares on the Toronto Stock Exchange or equivalent exchange, 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, including but not limited to those risks and uncertainties discussed under the heading “Risk Factors” in the annual MD&A and the Company’s other filings with securities regulators.

 

2

 

 

The impact of any one risk, uncertainty, or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent, and the Company’s future course of action depends on Management’s assessment of all information available at the relevant time. Except to the extent required by law, the Company assumes no obligation to publicly update or revise any forward-looking statements made in this MD&A, whether as a result of new information, future events, or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on the Company’s behalf, are expressly qualified in their entirety by these cautionary statements.

 

BUSINESS OVERVIEW

 

Intermap is a global, dual-use geospatial intelligence company, creating a wide variety of solutions and analytics for its customers. Intermap is a premier worldwide provider of geospatial intelligence.

 

Intermap currently generates revenue from three primary business activities, composed of (i) data acquisition and collection, using proprietary radar sensor technologies to create proprietary datasets; (ii) value-added data products and services, which leverage the Company’s massive proprietary NEXTMap® database, together with proprietary software and fusion technologies, to create exquisite and proprietary data products; and (iii) commercial applications, including a web-store, software and solution sales, that integrate Intermap’s proprietary data products into solutions for targeted industries that rely on accurate high resolution geospatial intelligence.

 

These geospatial solutions are used in a wide range of applications including, but not limited to location-based information, thematic maps, risk assessment, geographic information systems (GIS), engineering, utilities, global positioning systems (GPS) navigation and timing, oil and gas, renewable energy, hydrology, environmental planning, land management, wireless communications, transportation, advertising, simulations, gaming, and 3D visualization.

 

Intermap has the ability to create its own digital 3D geospatial data using its proprietary multi-frequency radar mounted in Learjet aircraft and integrate that data with additional proprietary sources in its global library. Intermap’s radar-based technology allows it to collect data at any time of the day, including under conditions such as cloud and tree cover, or darkness, which are conditions that limit most competitive technologies. The Company’s various proprietary payloads also enable data to be collected over larger areas, at higher collection speeds, in an integrated and co-registered geolocated format, at accuracy levels that are difficult to achieve with competitive technologies or different platforms.

 

In addition to data collection, the Company is a world leader in data fusion, analytics, and orthorectification, and has decades of experience aggregating data derived from a number of different sensor technologies and data sources to create innovative GEOINT products. The Company processes raw digital elevation and image data from its own and other sources to create three high resolution geospatial data products that provide a ground-true foundation layer upon which accurate value-added products and services can be developed. The three high resolution data products include digital surface models (DSM), digital terrain models (DTM), and orthorectified radar images (ORI). These data products are further augmented with additional AI-enabled analysis and served to customers by web service as globally precise foundational layers in the creation of additional value-added products and solutions.

 

Unlike many geospatial companies, because of its unique acquisition and processing capability, Intermap retains exclusive ownership of its high resolution NEXTMap® commercial database, which covers the entire globe. Intermap’s NEXTMap database, together with third-party data and our in-house analytics team, provide a variety of applications and geospatial solutions for its customers. The NEXTMap database contains a fusion of proprietary multi-frequency radar imagery and data, including unique Interferometric Synthetic Aperture Radar (IFSAR)-derived data, proprietary data models, and purchased third-party data, collected from multiple commodity sensor technologies, such as light detection and ranging (LiDAR), photogrammetry, satellite, and other available sources. The NEXTMap database also includes proprietary information developed by our analytical teams such as 3D city models, census data, real-time traffic, 3D road vectors, outdoor advertising assets, various land classification and feature vectors, weather related hazards, points of interest and other attributes, cellular towers, flood models and wildfire models.

 

The Company generates revenue by licensing its geospatial products using its proprietary data, analytics, and applications for specific industries.

 

3

 

 

FINANCIAL INFORMATION AND DISCUSSION OF OPERATIONS

 

The following table sets forth selected financial information for the periods indicated.

 

Selected Annual Information

 

U.S. $ millions, except per share data  2025   2024   2023 
             
Revenue:               
Acquisition services  $4.0   $10.5   $- 
Value-added data   1.4    3.1    1.9 
Software and solutions   5.2    4.0    4.3 
Total revenue  $10.6   $17.6   $6.2 
Operating (loss) income  $(6.9)  $2.5   $(3.3)
Net (loss) income  $(6.7)  $2.5   $(3.7)
EPS basic  $(0.11)  $0.05   $(0.10)
EPS diluted  $(0.11)  $0.05   $(0.10)
Adjusted EBITDA(1)  $(5.3)  $4.1   $(1.8)
Assets:               
Cash and amounts receivable  $24.6   $3.8   $1.0 
Total assets  $31.7   $11.9   $4.5 
Liabilities:               
Long-term liabilities (including lease obligations)  $2.1   $0.7   $0.7 
Total liabilities  $7.2   $8.2   $8.1 

 

(1)Adjusted EBITDA is a non-GAAP measure. See “Reconciliation of Non-GAAP Measures” below.

 

Revenue

 

Year-to-date Revenue

 

Consolidated revenue for the year ended December 31, 2025 was $10.6 million, compared to $17.6 million for 2024. Approximately 82% of consolidated revenue was generated outside the United States, compared to 87% for 2024.

 

Acquisition Services

 

Acquisition services revenue for the year ended December 31, 2025 totaled $4.0 million, compared to $10.5 million for 2024. The decrease is due to the timing of percent complete revenue recognition and reflects delays in follow-on award contracting related to the Company’s performance on the acquisition services contract in Indonesia year over year.

 

Value-added Data

 

Value-added data revenue decreased to $1.4 million for the year ended December 31, 2025 as compared to $3.1 million for 2024. The change relates to timing differences in the delivery of repeating data products including the expansion of a government contract during 2024 and subsequent follow-on contracting delays related to the US government shutdown.

 

Software and Solutions

 

Software and solutions revenue increased to $5.2 million from $4.0 million for the years ended December 31, 2025 and 2024, respectively. The increase was mainly due to the expansion of the Company’s insurance products year over year.

 

4

 

 

Classification of Operating Costs

 

The composition of the operating costs on the Consolidated Statements of Income (Loss) and Other Comprehensive Income (Loss) is as follows:

 

U.S. $ millions  2025   2024 
         
Personnel  $9.1   $6.4 
Purchased services & materials   5.6    6.2 
Facilities and other expenses   1.0    0.7 
Travel   0.4    0.7 
   $16.1   $14.0 

 

Personnel

 

Personnel expense includes direct labor, employee compensation, employee benefits, and commissions. Personnel expense for the years ended December 31, 2025 and 2024 totaled $9.1 million and $6.4 million, respectively. The increase is related primarily to contract-driven growth. The Company maintains a globally distributed workforce aligned with its operational and development priorities.

 

Non-cash compensation expense is included in personnel costs and relates to the Company’s omnibus incentive plan and shares granted to employees and non-employees. Non-cash share-based compensation for the years ended December 31, 2025 and 2024, decreased to $273 thousand from $398 thousand, respectively, due to the timing of award issuances.

 

Purchased Services and Materials

 

Purchased services and materials (PS&M) includes (i) aircraft and radar related costs, including jet fuel; (ii) insurance, professional and consulting costs; (iii) third-party support services related to the collection, processing and editing of the Company’s airborne radar data collection activities; (iv) third-party data collection activities (i.e., LiDAR, satellite imagery, air photo, etc.); and (v) third-party software expenses (including maintenance and support).

 

For the years ended December 31, 2025, and 2024, PS&M expense was $5.6 million and $6.2 million, respectively. The decrease is due to the timing of subcontractor and other project related costs for a data acquisition project.

 

Facilities and Other Expenses

 

For the years ended December 31, 2025 and 2024, facilities and other expenses increased to $1.0 million from $0.7 million for 2024. The majority of the increase was due to investments made to support anticipated growth.

 

Travel

 

For the years ended December 30, 2025, travel expense decreased to $0.4 million from $0.7 million for 2024. The decrease is mainly due to the extended tendering period of the delayed Indonesia contract.

 

5

 

 

Net (Loss) Income

 

For the year ended December 31, 2025, net loss was $6.7 million compared to net income of $2.5 million for the year ended December 31, 2024. The difference relates primarily to decreased revenue year-over-year from a contract delay and increased fixed costs in anticipation of growth.

 

Reconciliation of Non-GAAP Measures

 

To supplement the audited Consolidated Financial Statements, which are prepared and presented in accordance with GAAP, the Company provides the following non-GAAP financial measures: EBITDA and Adjusted EBITDA, as EBITDA and Adjusted EBITDA are included as a supplemental disclosure because Management believes that such measurement provides a additional information of the Company’s operations on a continuing basis by eliminating certain non-cash and non-operating charges.

 

The term Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) consists of net (loss) income and excludes interest (financing costs), taxes, amortization and depreciation. Adjusted EBITDA also excludes change in fair value of investment, share-based compensation and foreign currency translation.

 

The most directly comparable measure to EBITDA and Adjusted EBITDA calculated in accordance with IFRS as issued by the IASB is net (loss) income. The following is a reconciliation of the Company’s net (loss) income to Adjusted EBITDA.

 

U.S. $ millions  2025   2024 
         
Net (loss) income  $(6.7)  $2.5 
Financing costs   0.1    0.1 
Interest income   (0.1)   (0.1)
Amortization of intangible assets   0.4    0.4 
Depreciation of property and equipment   0.7    0.4 
Depreciation of right of use assets   0.3    0.3 
           
EBITDA  $(5.3)  $3.6 
           
Change in fair value of investment   (0.1)   0.1 
Share-based compensation   0.3    0.4 
Loss on foreign currency translation   (0.2)   - 
           
Adjusted EBITDA  $(5.3)  $4.1 

 

EBITDA for the year ended December 31, 2025 fell to negative $5.3 million compared to $3.6 million the prior year as the Company invested to expand its contracts in Southeast Asia. Adjusted EBITDA for the year ended December 31, 2025 was negative $5.3 million, compared to positive $4.1 million for 2024. The decrease in both is related mainly to decreased revenue year-over-year from a contract delay and increased fixed costs in anticipation of growth.

 

Financing costs

 

Financing costs for the years ended December 31, 2025 and 2024 totaled $0.1 million for both periods.

 

Interest income

 

Interest income for the years ended December 31, 2025 and 2024 totaled $0.1 million for both periods.

 

6

 

 

Amortization of Intangible Assets

 

Amortization expense of intangible assets for the years ended December 31, 2025 and 2024 was constant at $0.4 million.

 

Depreciation of Property and Equipment

 

Depreciation expense for property and equipment for the years ended December 31, 2025 and 2024 increased to $0.7 million from $0.4 million. The increase was mainly due to placing $1.3 million of aircraft and radar equipment additions into service in anticipation of future contracts.

 

Depreciation of Right of Use Assets

 

Depreciation expense for right of use assets for the years ended December 31, 2025 and 2024 was consistent at $0.3 million.

 

Change in fair value of investments

 

The change in fair value of investments for the year ended December 31, 2025 was a gain of $0.1 million and a loss of $0.1 million for 2024.

 

Loss on Foreign Currency Translation

 

Loss on foreign currency translation costs for the years ended December 31, 2025 and 2024 was $0.2 million and Nil, respectively.

 

Amounts Receivable and Contract Asset
Work is performed on contracts that provide invoicing upon the completion of identified contract milestones. Revenue on certain of these acquisition services contracts is recognized over time based on the ratio of costs incurred to date over the estimated total costs to complete the contract. While an effort is made to align payments on contracts with work performed, the completion of milestones does not always coincide with the costs incurred on a contract, resulting in revenue being recognized in excess of billings. These amounts are recorded in the consolidated statements of financial position as contract asset.

 

Amounts receivable and contract asset decreased to $2.1 million at December 31, 2025 from $6.0 million at December 31, 2024. The Company reviews the amounts receivable aging monthly and monitors the payment status of each invoice to determine the collectability. At the statement of financial position date, Nil has been reserved as uncollectible as all trade receivable balances greater than 30 days are highly likely to be paid in full by the customer.

 

Property and Equipment

 

Property and equipment is a significant portion of the company’s total assets, including aircraft and engines, radar and mapping equipment, furniture and fixtures, leasehold improvements and assets under construction. For the year ended December 31, 2025, the Company purchased $1.1 million (December 31, 2024 - $2.3 million) in property and equipment, mainly aircraft and engines and radar and mapping equipment, of which $0.5 million (December 31, 2024 – $0.3 million) was purchased using an equipment financing loan. These purchases were necessary to execute on the Company’s acquisition services project in Indonesia.

 

7

 

 

Accounts Payable and Accrued Liabilities

 

Accounts payable and accrued liabilities generally include trade payables, project-related accruals and personnel-related costs. Accounts payable and accrued liabilities decreased to $2.3 million at December 31, 2025 from $4.8 million from December 31, 2024.

 

   December 31,   December 31, 
U.S. $ millions  2025   2024 
         
Accounts payable  $1.5   $2.6 
Accrued liablities   0.7    2.2 
VAT payable   0.1    - 
   $2.3   $4.8 

 

Government Loans

 

The government loans balance decreased to Nil at December 31, 2025 from $0.3 million at December 31, 2024. The loans were available to help offset the impacts of the COVID-19 pandemic and were paid in full during 2025.

 

Loan Payable

 

The loan payable balance increased to $1.2 million at December 31, 2025 from $0.3 million at December 31, 2024. The loan balance from December 31, 2024 was for two equipment financing loans with a technology financing company to purchase new computer equipment. Payments are $10 thousand per month and will be paid in full by November 2027. In addition, the Company executed another loan to purchase $0.5 million of equipment and $0.5 million in maintenance support in 2025. Payments are $22 thousand per month and will be paid in full by October 2030.

 

Contract Liability

 

The contract liability balance at December 31, 2025 increased to $2.6 million from $2.2 million at December 31, 2024. This balance consists of payments received from customers for contracts that are in progress and have not yet fulfilled the necessary revenue recognition criteria. At December 31, 2025, 86% of the total balance is related to software and solutions license revenue (84% at December 31, 2024), in which the license fee is paid upfront for the term of the license. The balance relates to the collection of milestone billings on value added data contracts.

 

QUARTERLY FINANCIAL INFORMATION

 

Selected Quarterly Information

 


The following table sets forth selected quarterly financial information for Intermap’s eight most recent fiscal quarters. This information is unaudited, but reflects all adjustments of a normal, recurring nature that are, in the opinion of management, necessary to present a fair statement of Intermap’s consolidated results of operations for the periods presented. Quarter-to-quarter comparisons of Intermap’s financial results are not necessarily meaningful and should not be relied on as an indication of future performance.

 

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For much of the last eight quarters, the Company has been severely undercapitalized and self-financed the advancement of high-growth opportunities in Southeast Asia, with the US government and throughout Europe.

 

U.S. $ millions, except per  Q1   Q2   Q3   Q4   Q1   Q2   Q3   Q4 
share data  2024   2024   2024   2024   2025   2025   2025   2025 
Total revenue  $1.7   $3.5   $5.0   $7.4   $4.3   $3.0   $1.7   $1.6 
Depreciation  $0.1   $0.1   $0.1   $0.1   $0.1   $0.2   $0.2   $0.2 
Financing costs  $-   $-   $0.1   $-   $-   $0.1   $-   $- 
Operating income (loss)  $(0.8)  $0.6   $1.2   $1.5   $(1.2)  $(0.8)  $(1.4)  $(3.5)
Net income (loss)  $(0.8)  $0.6   $1.1   $1.5   $(1.2)  $(0.8)  $(1.5)  $(3.2)
Net loss per share                                        
- basic  $(0.02)  $0.01   $0.02   $0.04   $(0.02)  $(0.01)  $(0.02)  $(0.06)
- diluted  $(0.02)  $0.01   $0.02   $0.04   $(0.02)  $(0.01)  $(0.02)  $(0.06)
Adjusted EBITDA(1)  $(0.5)  $1.0   $1.6   $2.0   $(0.9)  $(0.3)  $(1.0)  $(3.1)

 

(1)Adjusted EBITDA is a non-GAAP measure. See “Reconciliation of Non-GAAP Measures” above.

 

Quarterly Revenue

 

Consolidated revenue for the quarter ended December 31, 2025 was $1.6 million, compared to $7.4 million for 2024. Most of the decrease was due to $5.5 million recognized on the acquisition services program in Indonesia during the fourth quarter of 2024. Approximately 77% of consolidated revenue was generated outside the United States, compared to 93% for 2024.

 

Acquisition Services

 

Acquisition services revenue for the quarter ended December 31, 2025 totaled Nil, compared to $5.5 million for 2024. The decrease is due to the timing of percent complete revenue recognition and reflects delays in follow-on award contracting related to the Company’s performance on the acquisition services contract in Indonesia year over year.

 

Value-added Data

 

Value-added data revenue decreased to $0.2 million for the quarter ended December 31, 2025 as compared to $1.0 million for 2024. The change relates to timing differences in the delivery of repeating data products, including the expansion of a government contract during the end of 2024 and government shutdown delays related to follow-on awards.

 

Software and Solutions

 

Software and solutions revenue increased to $1.4 million from $1.0 million for the fourth quarters of 2025 and 2024, respectively, mainly due to the expansion of the Company’s insurance products in 2025 compared to 2024.

 

Personnel

 

Personnel expense for the quarters ended December 31, 2025 and 2024 totaled $3.2 million and $2.1 million, respectively. The increase relates to incentive compensation and compensation adjustments required to maintain long-term specialized employee base.

 

Non-cash share-based compensation for the quarters ended December 31, 2025 and 2024, was $128 thousand and $93 thousand, respectively.

 

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Purchased Services and Materials

 

For the three-month periods ended December 31, 2025, and 2024, PS&M expense was $1.0 million and $2.8 million, respectively. The decrease is due to subcontractor and other project related costs for a data acquisition project.

 

Facilities and Other Expenses

 

For the three-month periods ended December 31, 2025 and 2024, facilities and other expenses increased to $0.5 million from $0.2 million for 2024 in anticipation of growth.

 

Travel

 

For the three-month period ended December 31, 2025, travel expense decreased to $0.1 million from $0.4 million for 2024. The decrease is primarily due to the extended tendering period of the delayed Indonesia contract.

 

Net (Loss) Income

 

For the quarter ended December 31, 2025, net loss was $3.2 million compared to net income of $1.6 million in the same quarter of 2024. The difference relates primarily to decreased revenue quarter-over-quarter from the delayed Indonesia contract combined with investment to support the contract expansion and additional other growth.

 

USE OF PROCEEDS

 

The Company completed the following Private Placements with the proposed use of proceeds for working capital to fund continuing operations.

 

       Actual use of net proceeds 
U.S. $ millions  Proposed use of net proceeds   Use of proceeds   Remaining 
July/August 2024 LIFE Offering            
Continuing operations  $2.4   $2.4   $- 
Net proceeds  $2.4   $2.4   $- 
                
Q1 2025 “Bought Deal” Listed Issuer Financing Exemption Offering and Private Placement Continuing operations  $8.7   $6.8   $1.9 
Net proceeds  $8.7   $6.8   $1.9 
                
September 2025 Base Shelf Prospectus Offering Continuing operations  $20.6   $-   $20.6 
Net proceeds  $20.6   $-   $20.6 

 

The Company has cash of $22.5 million at December 31, 2025.

 

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CONTRACTUAL OBLIGATIONS

 

Contractual obligations include (i) lease obligations on office locations and computer equipment; (ii) project financing; (iii) government loans; and (iv) operating leases on low value equipment. Principal and interest repayments of these obligations are as follows:

 

       Payments due by Period (US $ thousands) 
Contractual obligations  Total   Less than 1 year   1 - 3 years   4 - 5 years   After 5 years 
Accounts payable and accrued liabilities  $2,268   $2,268   $-   $-   $- 
Lease obligations   653    319    201    76    57 
Project financing   175    -    175    -    - 
Loan payable   1,449    384    587    478    - 
Operating leases   350    350    -    -    - 
Total  $4,895   $3,321   $963   $554   $57 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Management continually assesses liquidity in terms of the ability to generate sufficient cash flow to fund the business. Net cash flow is affected by the following items: (i) operating activities, including the level of trade receivables, contract asset, accounts payable, accrued liabilities and contract liability; (ii) investing activities, including the purchase of property and equipment; and (iii) financing activities, including debt financing and the issuance of capital stock.

 

Operating Activities

 

During the year ended December 31, 2025, cash used in operations was $4.1 million compared to cash used in operations of $1.8 million during the same period in 2024. The Company reduced its Current Liabilities by $2.4 million. At December 31, 2025, the Company has a shareholders’ equity of $24.6 million.

 

Investing Activities

 

Net cash used in investing activities totaled $1.0 million and $2.3 million for the years ended December 31, 2025 and 2024, respectively. For both periods, the balance related to the purchase of equipment to build the data archive, processing capabilities, sensor and platform development and software assets.

 

Financing Activities

 

The equity raise contributed to a significant increase in shareholders equity, which rose to $24.6 million as of December 31, 2025. Net cash provided by financing activities totaled $26.6 million for the year ended December 31, 2025, as compared to net cash provided by financing activities of $3.8 million during the same period in 2024. The net cash provided during the year ended December 31, 2025 resulted from proceeds from a “bought deal” offering of $20.6, a “bought deal” Listed Issuer Financing Exemption offering and concurrent private placement of $8.7 million and the exercise of warrants of $2.5 million, offset by cash paid for settlement of share-based awards of $1.8 million, issuance costs of $2.7 million, payments of lease obligations of $0.3 million, and repayment of loans $0.4 million. The net cash provided during the year ended December 31, 2024 resulted from proceeds from a private placement and exercise of warrants of $4.5 million, offset by private placement issuance costs of $0.1 million, payments of lease obligations of $0.4 million, and repayment of loans $0.2 million.

 

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Revenue Recognition

 

Revenue is recognized when a customer obtains control of the goods or services. Determining the timing of the transfer of control, at a point in time or over time, requires judgement.

 

Acquisition Service Contracts

 

Revenue from acquisition service contracts is recognized over time based on the ratio of costs incurred to estimated total contract costs. The use of this method of measuring progress towards complete satisfaction of the performance obligations requires estimates to determine the cost to complete each contract. These estimates are reviewed monthly and adjusted as necessary. Provisions for estimated losses, if any, are recognized in the period in which the loss is determined. Invoices are issued according to contractual terms and are usually payable within 30 days. Revenue recognized in advance of billings are presented as contract assets.

 

Data Licenses

 

Revenue from the sale of data licenses in the ordinary course of business is measured at the fair value of the consideration received or receivable. Customers obtain control of data products upon receipt of a physical hard drive or download of the data from a web link provided. Invoices are generated, and revenue is recognized at that point in time. Invoices are generally paid within 30 days.

 

Software Subscriptions

 

Software subscriptions are paid at the beginning of the license term. Revenue is recognized over time, and payments for future months of service are recognized in contract liability. While the license agreements are for a fixed term, some agreements also contain a limited number of clicks or uses. If the limit is reached prior to the end of the term, the license ends early.

 

Use of Estimates

 

Preparing financial statements in conformity with IFRS as issued by the IASB requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates.

 

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year include the following:

 

Depreciation and amortization rates

 

In calculating the depreciation and amortization expense, management is required to make estimates of the expected useful lives of property and equipment and intangible assets.

 

Amounts receivable

 

The Company uses historical trends and performs specific account assessments when determining the expected credit losses. These accounting estimates are in respect to the amounts receivable line item in the Company’s consolidated statements of financial position. At December 31, 2025, amounts receivable represented 7% of total assets.

 

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The estimate of the Company’s expected credit losses could change from period to period due to the allowance being a function of the balance and composition of trade receivables. At December 31, 2025, the expected credit losses of trade receivables were Nil due to only $2 thousand of receivables over 61 days past due.

 

Investments

 

The valuation for investments requires the application of management estimates and judgments with respect to the determination of appropriate valuation method applied at each reporting date. The assumptions for estimating fair value of investments are disclosed in Note 8 to the Consolidated Financial Statements.

 

Share-based compensation

 

The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of share-based compensation. The following assumptions are used in the model: dividend yield; expected volatility; risk-free interest rate; expected option life; and fair value.

 

Changes to assumptions used to determine the grant date fair value of share-based compensation awards can affect the amounts recognized in the consolidated financial statements.

 

Revenue

 

Revenue from acquisition service contracts is recognized over time based on the ratio of costs incurred to estimated total contract costs. The determination of estimated total contract costs of acquisition services contracts requires the use of significant assumptions related to estimated purchased services, materials, and labor costs. Changes to the assumptions used to measure revenue could impact the amount of revenue recognized in the Consolidated Financial Statements.

 

Impairment

 

The carrying value of long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable and assesses the impairment for intangible assets not yet available for use on an annual basis. The Company has determined that its long-lived assets belong to two distinct cash-generating units (CGUs). The significant assumptions used in determining estimated discounted future cash flows include projected revenues and discount rates. Judgment is required in determining the level at which to test impairment, including the grouping of CGUs that generate cash inflows.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As at March 31, 2026 and December 31, 2025, the Company has no material undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on our results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources. See derivative financial instruments (Note 3(n) in the Consolidated Financial Statements).

 

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OUTSTANDING SHARE DATA

 

During 2025 5.0 million dilutive securities were repurchased, converted, or retired. The Company’s authorized capital consists of an unlimited number of Class A common shares without par value and an unlimited number of Class A participating preferred shares without par value. At the close of business on March 31, 2026, 72,537,664 Class A common shares were issued and outstanding. There are currently no Class A participating preferred shares issued and outstanding.

 

As of March 31, 2026, potential dilutive securities include (i) 2,429,176 restricted share units, and (ii) 604,918 warrants outstanding with a weighted average exercise price of US$2.16. Each option and warrant entitles the holder to purchase one Class A common share. The following warrants expire on the dates listed below:

 

●18,000 warrants expire on February 20, 2027;

 

●11,872 warrants expire on March 7, 2027; and

 

●575,046 warrants expire on September 29, 2027.

 

Other than as listed above, the Company does not currently have any material financial instruments which can be converted into additional common shares.

 

INTERNAL CONTROLS AND DISCLOSURE CONTROLS AND PROCEDURES

 

Internal Control Over Financial Reporting

 

The Company’s Chairman and Chief Executive Officer and the Company’s Chief Financial Officer have designed, or have caused to be designed under their supervision, internal control over financial reporting as defined under National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the IASB. The Company’s Chairman and Chief Executive Officer and the Company’s Chief Financial Officer have evaluated, or caused to be evaluated under their supervision, the effectiveness of the Company’s internal control over financial reporting and have determined, based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (2013) and on this evaluation, that such internal controls over financial reporting were effective at December 31, 2025.

 

Changes in Internal Control Over Financial Reporting

 

There have been no significant changes in the design of internal control over financial reporting that occurred during the year ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Disclosure Controls and Procedures

 

The Company’s Chairman and Chief Executive Officer and the Company’s Chief Financial Officer have designed, or have caused to be designed under their supervision, disclosure controls and procedures to provide reasonable assurance that material information relating to the Company has been made known to them and that information required to be disclosed in the Company’s annual filings, interim filings or other reports filed by it or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified by applicable securities legislation. The Company’s Chairman and Chief Executive Officer and the Company’s Chief Financial Officer have evaluated, or caused to be evaluated under their supervision, the effectiveness of the Company’s disclosure controls and procedures and have determined, based on that evaluation, that such disclosure controls and procedures were effective at December 31, 2025.

 

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RISKS AND UNCERTAINTIES

 

The risks and uncertainties described below are not exhaustive. Additional risks not presently known currently deemed immaterial may also impair the Company’s business operation. If any of the events described in the following business risks actually occur, overall business, operating results, and the financial condition of the Company could be materially adversely affected.

 

Negative Cash Flow from Operating Activities

 

The Company has experienced periods of negative operating cash flow in its most recent financial years. Accordingly, the Company may experience negative cash flow from operations in the future. The Company has incurred net losses in the past and may incur losses in the future unless it can derive sufficient revenues from its business. Such future losses could have an adverse effect on the market price of the Securities, which could cause investors to lose part or all of their investment.

 

Cash Flow and Liquidity Uncertainty

 

The Company is dependent upon its cash flow from operations to fund its business because it has no line of credit or credit facility currently in place. As of December 31, 2025, the Company had cash on hand of $22.5 million, current assets of $25.7 million and current liabilities of $5.1 million, resulting in positive working capital of $20.6 million. Given the Company’s cash balance, the Company believes it has sufficient cash to fund its operations for the next 12 months. This expectation reflects certain assumptions of management, including, among other things, growth estimates in respect of the Company’s revenues based on the Company’s ability to successfully secure sales with upfront payments, anticipated levels of capital expenditures and other costs expected to be incurred over the next 12 months. If these assumptions prove to be incorrect and the Company generates negative operating cash flows in a future period, the Company may need to obtain alternative sources of funding. However, there can be no assurance that additional funding will be available or, if available, that it will be available on acceptable terms. If adequate funds are not available, the Company may have to substantially reduce or otherwise eliminate certain expenditures, which could have a material adverse effect on the Company’s operations and financial condition. There can be no assurance that the Company will be able to raise additional capital if its capital resources are depleted or exhausted.

 

Availability of Capital

 

Cash generated from its operations may not be enough to satisfy its current liquidity requirements. As such, the Company will require additional capital. The extent of the Company’s future capital requirements will depend on many factors, including, but not limited to, the market acceptance of its products and services, demand for geospatial-related products and service, and competition within this industry. No assurance can be given that any such additional funding will be available or that, if available, it can be obtained on terms favorable to the Company.

 

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Revenue Fluctuations

 

Intermap’s revenue has fluctuated over the years. Acquisition services projects, the purchase of value-added data, and the purchase of software and solutions by the Company’s customers are all scheduled in accordance with customer requirements and the timing of regulatory and/or budgetary decisions. The commencement or completion of acquisition projects within a particular quarter or year, the timing of regulatory approvals, operating decisions of clients, and the fixed-cost nature of Intermap’s business, among other factors, may cause the Company’s results to vary significantly between fiscal years and between quarters in the same fiscal year.

 

Nature of Government Contracts

 

Intermap conducts a significant portion of its business either directly or in cooperation with the United States government, other governments around the world, and international funding agencies. Many of Intermap’s products and services require government appropriations and regulatory licenses, permits, and approvals, the timing and receipt of which are not within Intermap’s control. Any of these factors could have an effect on Intermap’s revenue, earnings, and cash flow.

 

Foreign Operations

 

A significant portion of Intermap’s revenue is expected to come from customers outside of the United States and is therefore subject to additional risks, including foreign currency exchange rate fluctuations, agreements that may be difficult to enforce, receivables difficult to collect through a foreign country’s legal system, and the imposition of foreign-country-imposed withholding taxes or other foreign taxes.

 

Dilution

 

The Company may issue additional securities, which may dilute existing securityholders.

 

Key Customers

 

During 2025, the Company had two key customers that accounted for 49% of total revenue. During 2024, 60% of the revenue was attributable to one key customer. To the extent that significant customers cancel or delay orders, Intermap’s revenue, earnings, and cash flow could be materially and adversely affected.

 

Executive Talent

 

Intermap is focused on aligning its resources with its acquisition services, value-added data and software and solutions revenue opportunities. This requires the retention of executive talent. The Company will continue to invest in training and leadership development to retain talent.

 

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Competing Technologies

 

With respect to the Company’s software applications, several direct and indirect competitors are currently in the market with product offerings that could be considered at least partially competitive to Intermap’s products. These potential competitors vary in size and could have greater technical and/or financial resources than the Company, to develop and market their products. The financial performance of the Company may be adversely affected by such competition. Intermap continues to evaluate its data collection capabilities and look for improvements to the performance of its core technologies. Although there are only a few direct Intermap competitors currently, the industry is characterized by rapid technological progress. Intermap’s ability to continue to develop and introduce new products and services, or incorporate enhancements to existing products and services, may require significant additional research and development expenditures and investments in support infrastructure.

 

Another approach to production of digital elevation models is the use of auto correlation software to analyze common points in two or more optical images of the same area taken from different viewing angles. Essentially this is the same principle that is used by technicians as they extract elevation points using stereo photogrammetric techniques, but in this case, it is automated using computer software image matching algorithms. This process is well known and has seen incremental, evolutionary improvement over time. Advances in computing power, coupled with massive storage solutions, may make this technology useful over larger areas in the future. Although these synthetic models are not appropriate for strict specifications which comprise Intermap’s market, it could represent a significant competing technology for lower-end applications that do not rely upon reality-capture and sensed 3D products.

 

Any required additional financing needed by the Company to remain competitive with these other technologies may not be available or, if available, may not be on terms satisfactory to the Company.

 

Common Share Price Volatility

 

The market price of the Company’s common shares has fluctuated widely in recent periods and is likely to continue to be volatile. A number of factors can affect the market price of Intermap’s common stock including (i) actual or anticipated variations in operating results, (ii) the low daily trading volume of the Company’s stock, (iii) announcement of technological innovations or new products by the Company or its competitors, (iv) competition, including pricing pressures and the potential impact of competitors products on sales, (v) changing conditions in the geospatial and related industries, (vi) unexpected production difficulties, (vii) changes in financial estimates or recommendations by stock market analysts regarding Intermap or its competitors, (viii) announcements by Intermap or its competitors of acquisitions, strategic partnerships, or joint ventures, (ix) additions or departures of senior officers, (x) changes in economic or political conditions (xi) the selling of significant holdings by large investors, and (xii) the Company’s ability to meet the continued listing requirements of the Toronto Stock Exchange to maintain the listing of its common shares.

 

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Loss of Proprietary Information

 

Intermap currently holds patents on the technology used in its operations and relies heavily on trade secrets, know-how, expertise, experience, and the marketing ability of its personnel to remain competitive. Although Intermap requires all employees, consultants, and third parties to agree to keep its proprietary information confidential, no assurance can be given that the steps taken by Intermap will be effective in deterring misappropriation of its technologies. Additionally, no assurance can be given that employees or consultants will not challenge the legitimacy or scope of their confidentiality obligations, or that third parties, in time, could not independently develop and deploy equivalent or superior technologies.

 

Software Functionality

 

Defects in the Company’s software applications, delays in delivery, and failures or mistakes in the Company’s software code could materially harm the Company’s business, including customer relationships and operating results.

 

Internet and System Infrastructure Functionality

 

The end customers of the Company’s software applications depend on internet service providers, online service providers and the Company’s infrastructure for access to the software applications the Company provides to its customers. These services are subject to service outages and delays due to system failures, stability or interruption. As a result, the Company may not be able to meet a satisfactory level of service as agreed to with its customers, which could have a material adverse effect on the Company’s business, revenues, operating results and financial condition.

 

Information Technology Security

 

The Company’s software applications are dependent on its ability to protect its computer equipment and the information stored in its data centers against damage that may be caused by fire, power loss, telecommunication failures, unauthorized intrusion, computer viruses, disabling devices and other similar events. A failure in the Company’s production systems or a disaster or other event affecting production systems or business operations, both internally and externally, could result in a disruption to the Company’s software services. Such a disruption could also impact the Company’s reputation and cause it to lose customers, revenue, face litigation, or necessitate customer service/repair work that would involve substantial costs and could ultimately have a material impact on the Company.

 

Intermap’s geospatial database is a valuable asset to the Company. While Intermap has invested in database management, information technology security, firewalls, and offsite duplicate storage, there is a risk of a loss of data through unauthorized access or a customer violating the terms of the Company’s end user licensing agreements and distributing unauthorized copies of its data. Intermap has, and will continue to invest, in both legal resources to strengthen its licensing agreements with its customers and in overall information technology protection.

 

Cybersecurity

 

The Company’s software applications and geospatial database are dependent upon protection against damage or loss that may be caused by a cyberattack. Loss or theft of the Company’s geospatial database could result in lost revenue or the ability of a competitor to provide competing software solutions. A hostile Denial of Service (DoS) action could disrupt the Company’s software services. Such a disruption could impact the Company’s reputation and cause it to lose customers, revenue, face litigation, or necessitate customer service/repair work that would involve substantial costs and could ultimately have a material impact on the Company.

 

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Intermap has invested in database management, information technology security, and firewalls to mitigate the risk of loss or theft of the Company’s data. Further investments have been made to prevent DoS activities and improvements to the software services’ defenses against such attacks.

 

The Company undertakes periodic reviews of its information technology infrastructure and security policies using the SANS CIS Critical Security Controls as a framework. The areas of focus for review pertain to user and system authentication and access; internal network configuration and security; data storage resiliency and security; and hosted application access security. These periodic reviews serve to proactively shore up areas of vulnerability and ensure policies are effective and enforced. However, the risk cannot be eliminated entirely, and the Company has invested in insurance to mitigate loss in the event of a cyberattack.

 

Exporting Products – Political Considerations

 

Some of Intermap’s proprietary technology is classified as defense articles under the International Traffic and Arms Regulations. All mapping efforts undertaken outside the United States, therefore, constitute a temporary export of a defense article, requiring prior written approval by the United States Department of State for each country within which mapping operations are to be performed. The Company does not currently anticipate that requirements for export permits will have a material impact on the Company’s operations, although either government policy or government relations with select foreign countries may change to the point of affecting the Company’s operational opportunities.

 

Environment and social-related regulatory activity

 

Changes in environmental regulation could have an adverse effect on the Company’s airborne data acquisition services business. On June 20, 2024, Bill C-59 received royal assent, thereby enacting certain changes to the Competition Act (Canada) to address “greenwashing”, meaning false, misleading, or deceptive environmental claims made for the purpose of promoting a product or a business interest. How the new rules will be interpreted and applied is currently unclear, which creates significant uncertainty regarding how Canadian companies may publicly communicate their environmental and climate performance. The complexity and uncertainty of environmental and climate change related issues make it extremely difficult to predict the potential impact on the Company. The recent amendments of laws and regulations impose significant financial penalties for non-performance. Companies found to have made representations that violate the rules, intentionally or inadvertently, could be subject to an administrative penalty for the greater of $10 million for the first order and $15 million dollars for any subsequent order, and 3% of the company’s annual worldwide gross revenues.

 

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Political Instability

 

Political or significant instability in a region where Intermap is conducting data collection activities, or where Intermap has clients, could adversely impact Intermap’s business.

 

Tariffs or Other International Trade Disputes

 

Intermap is subject to risks associated with doing business in foreign jurisdictions including, but not limited to, trade protection measures such as the imposition of or increase in tariffs. Future changes to trade or investment policies, treaties and tariffs, or the perception that these changes could occur, could adversely affect Intermap’s financial condition and results of operations.

 

Any escalation in trade disputes or the imposition of new tariffs could also create uncertainty in client budgets and government contracts, particularly in industries such as infrastructure, natural resources, and defense, where our products and solutions are widely used. In addition, actions by foreign governments to implement further trade policy changes, including limiting foreign investment or trade, increasing regulatory scrutiny, imposing quotas or supply limitations or taking other actions which could apply to the jurisdictions in which Intermap operates, could negatively impact its business, which may be material. The Company continues to monitor trade policies and may need to adjust pricing, supply chain strategies, or operational structures to mitigate the financial and strategic risks posed by evolving tariff regulations.

 

Regulatory Approvals

 

The development and application of certain of the Company’s products requires the approval of applicable regulatory authorities. A failure to obtain such approval on a timely basis, or material conditions imposed by such authority in connection with the approval, would materially affect the prospects of the Company.

 

Aircraft / Radar Lost or Damaged

 

Although the Company believes that the probability of one of the Company’s aircraft or radar sustaining significant damage or being lost in its entirety is extremely low, such damage or loss could occur. The Company expects to have available to it, for data collection purposes, one additional aircraft at any given time. The risk to the Company of loss from the damage of an aircraft is therefore considered to be minimal. In the event that a radar mapping system is lost in its entirety through the destruction of the aircraft, it would take the Company approximately six to nine months to replace the lost equipment, if required.

 

Global Positioning System (GPS) Failure

 

GPS satellites have been available to the commercial market for many years. The continued unrestricted access to the signals produced by these GPS satellites is helpful, but not required, in the collection of the Company’s IFSAR data. A loss of GPS would have such a global impact that it is believed that controlling authorities would almost certainly make another system available to GPS receivers in relatively short order.

 

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Information Openly Available to the Public

 

The Company accesses information available to the public via the Internet and may incorporate portions of such information into its products. If a source of public information determined that the Company was profiting from free information, there is risk it could seek compensation.

 

Force Majeure

 

The Company’s projects may be adversely affected by risks outside the control of the Company including labor unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics, or quarantine restrictions.

 

Preserve and Use of U.S. net operating losses (NOLs)

 

Our U.S. Subsidiary’s ability to utilize the U.S. NOLs after an “ownership change” is subject to the rules of Section 382 of the U.S. Internal Revenue Code of 1986, as amended (Section 382). Section 382 imposes an annual limitation on the amount of taxable income that may offset NOLs following an ownership change. An ownership change occurs if, among other things, the shareholders (or specified groups of shareholders) who own or have owned, directly or indirectly, five percent (5%) or more of the value of our shares or are otherwise treated as five percent (5%) shareholders under Section 382 and the regulations promulgated thereunder increase their aggregate percentage ownership of the value of our shares by more than fifty (50) percentage points over the lowest percentage of the value of the shares owned by these shareholders over a three-year rolling period. An ownership change could also be triggered by other activities, including the sale of our shares that are owned by our five percent (5%) shareholders.

 

Artificial Intelligence

 

The emergence of new, disruptive companies leveraging Artificial Intelligence (AI) can pose a threat to us in the market. The unpredictable nature of AI development and its impacts on the market contribute to uncertainties, making it challenging to anticipate and navigate potential disruptions.

 

Additional Information

 

Additional risk factors may be detailed in the Company’s Annual Information Form, which can be found on the Company’s website at www.intermap.com and on SEDAR+ at www.sedarplus.ca.

 

21

 

 

 

Exhibit 99.4

 

CERTIFICATION PURSUANT TO RULE 13a-14 or 15d-14 OF THE

SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Patrick Blott, certify that:

 

1. I have reviewed this annual report on Form 40-F of Intermap Technologies Corporation;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
   
4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

 

Dated: March 31, 2026    
  By: /s/ Patrick Blott
  Name: Patrick Blott
  Title: Chief Executive Officer

 

 

 

 

 

Exhibit 99.5

 

CERTIFICATION PURSUANT TO RULE 13a-14 or 15d-14 OF THE

SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jennifer Bakken, certify that:

 

1. I have reviewed this annual report on Form 40-F of Intermap Technologies Corporation;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
   
4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

 

Dated: March 31, 2026    
  By: /s/ Jennifer Bakken
  Name: Jennifer Bakken
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.6

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the annual report of Intermap Technologies Corporation, a Canadian company and foreign private issuer (the “Company”), on Form 40-F for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Patrick Blott and Jennifer Bakken, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to our knowledge, that:

 

1. This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
2. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Patrick Blott  
Patrick Blott  
Chief Executive Officer  
   
/s/ Jennifer Bakken  
Jennifer Bakken  
Chief Financial Officer  
   
March 31, 2026  

 

This certification is being submitted solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code. This certification is not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor will the certification be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates it by reference.

 

 

 

 

Exhibit 99.7

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form 40-F (the “Form 40-F”) of our auditor’s report dated March 31, 2026 relating to the consolidated financial statements of Intermap Technologies Corporation consisting of the consolidated statement of financial position as at December 31, 2025 and the related consolidated statement of income (loss) and other comprehensive income (loss), changes in shareholders’ equity and cash flows for the year then ended, which appears as Exhibit 99.2 to the Form 40-F being filed with the United States Securities and Exchange Commission.

 

We also consent to reference to us under the heading “Interests of Experts” in the Annual Information Form, filed as Exhibit 99.1 to the Form 40-F.

 

 

Chartered Professional Accountants

Licensed Public Accountants

 

Toronto, Canada

March 31, 2026

 

MNP LLP    
1 Adelaide Street East, Suite 1900, Toronto ON, M5C 2V9   1.877.251.2922 T: 416.596.1711 F: 416.596.7894

  

 

 

 

Exhibit 99.8

 

KPMG LLP

150 Elgin Street, Suite 1800

Ottawa, ON K2P 2P8

Canada

Tel 613-212-5764

Fax 613-212-2896

 

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors Intermap Technologies Corporation

 

We consent to the use of:

 

●our report dated March 31, 2026 on the consolidated financial statements of Intermap Technologies Corporation (the “Entity”) which comprise the consolidated balance sheet as at December 31, 2024, the related consolidated statements of income (loss) and comprehensive income (loss), shareholders’ equity (deficiency) and cash flows for the year ended December 31, 2024, and the related notes (collectively the “consolidated financial statements”)

 

which is included in the Annual Report on Form 40-F of the Entity for the fiscal year ended December 31, 2025.

 

/s/ KPMG LLP

 

Chartered Professional Accountants, Licensed Public Accountants

 

Ottawa, Canada

March 31, 2026

 

 

 

Exhibit 99.9