Intermap Technologies Corp 6-K, filed Oct 1, 2025
Intermap Technologies Corp (ITMSF)
About this 6-K
Intermap Technologies Corp filed this 6-K on October 1, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number: 000-56743
Intermap Technologies Corporation
(Translation of registrant’s name into English)
385 Inverness Parkway, Suite 105
Englewood, Colorado 80112
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
DOCUMENTS FILED AS PART OF THIS FORM 6-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| INTERMAP TECHNOLOGIES CORP. | ||
| Date: September 30, 2025 | ||
| By: | /s/ Patrick A. Blott | |
| Name: | Patrick A. Blott | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
INTERMAP ANNOUNCES $20.1 MILLION BOUGHT DEAL OFFERING
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
DENVER, Sept. 22, 2025 /CNW/ - Intermap Technologies Corporation (TSX: IMP) (OTCQB: ITMSF) (“Intermap” or the “Company”), a global leader in 3D geospatial products and intelligence solutions, is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Stifel Canada (collectively, the “Underwriters”, who have agreed to purchase, on a “bought deal” basis 6,700,000 Class A common shares (the “Common Shares”) of the Company at a price of $3.00 per Common Share, for aggregate gross proceeds of $20,100,000 (the “Offering”).
The Underwriters will also have the option, exercisable in whole or in part at any time on or up to 30 days after the Closing Date, to purchase up to an additional 1,005,000 Common Shares, to cover over-allotments, if any, and for market stabilization purposes. In the event that the option is exercised in its entirety, the aggregate gross proceeds of the Offering will be $23,115,000.
The net proceeds of the Offering will be used for working capital and general corporate purposes.
The Offering is scheduled to close on or about September 29, 2025 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the conditional approval of the Toronto Stock Exchange.
The Common Shares will be offered by way of a shelf prospectus supplement to be filed in each of the provinces of Canada (other than Québec) pursuant to National Instrument 44-102 – Shelf Distributions and in the United States on a private placement basis to “Qualified Institutional Buyers” (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “1933 Act”)) pursuant to Rule 144A of the 1933 Act and in compliance with applicable state securities laws.
This news release is not an offer or a solicitation of an offer of securities for sale in the United States. The Common Shares have not been and will not be registered under the 1933 Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Intermap Reader Advisory
Certain information provided in this news release, including reference to the availability of proceeds from the Offering, the expectation that the Offering will close and the anticipated timing thereof and the intended use of proceeds in the Offering in connection therewith, constitutes forward-looking statements. The words “will”, “intends”, “expected to”, “subject to” and similar expressions are intended to identify such forward-looking statements. Although Intermap believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of known and unknown risks and uncertainties. Intermap’s forward-looking statements are subject to risks and uncertainties pertaining to, among other things, cash available to fund operations, availability of capital, revenue fluctuations, the nature of government contracts, including changing political circumstances in the relevant jurisdictions, economic conditions, loss of key customers, retention and availability of executive talent, competing technologies, common share price volatility, loss of proprietary information, software functionality, internet and system infrastructure functionality, information technology security, breakdown of strategic alliances, and international and political considerations, as well as those risks and uncertainties discussed Intermap’s Annual Information Form for the year ended December 31, 2024 and other securities filings. While the Company makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Company will derive therefrom. All subsequent forward-looking statements, whether written or oral, attributable to Intermap or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.
About Intermap Technologies
Founded in 1997 and headquartered in Denver, Colorado, Intermap (TSX: IMP; OTCQB: ITMSF) is a global leader in geospatial intelligence solutions, focusing on the creation and analysis of 3D terrain data to produce high-resolution thematic models. Through scientific analysis of geospatial information and patented sensors and processing technology, the Company provisions diverse, complementary, multi-source datasets to enable customers to seamlessly integrate geospatial intelligence into their workflows. Intermap’s 3D elevation data and software analytic capabilities enable global geospatial analysis through artificial intelligence and machine learning, providing customers with critical information to understand their terrain environment. By leveraging its proprietary archive of the world’s largest collection of multi-sensor global elevation data, the Company’s collection and processing capabilities provide multi-source 3D datasets and analytics at mission speed, enabling governments and companies to build and integrate geospatial foundation data with actionable insights. Applications for Intermap’s products and solutions include defense, aviation and UAV flight planning, flood and wildfire insurance, disaster mitigation, base mapping, environmental and renewable energy planning, telecommunications, engineering, critical infrastructure monitoring, hydrology, land management, oil and gas and transportation.
SOURCE Intermap Technologies Corp.
View original content: http://www.newswire.ca/en/releases/archive/September2025/22/c4812.html
%SEDAR: 00004705E
For further information: For more information, please visit www.intermap.com or contact: Jen Bakken, Executive Vice President and CFO, CFO@intermap.com, +1 (303) 708-0955; Sean Peasgood, Investor Relations, Sean@SophicCapital.com, +1 (647) 260-9266
CO: Intermap Technologies Corp.
CNW 15:30e 22-SEP-25
Exhibit 99.2
September 22, 2025
Intermap Technologies Corp.
$20.1 Million Bought Deal Treasury Offering of Common Shares
A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada (other than Québec). Copies of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement, may be obtained from Stifel Nicolaus Canada Inc. at ECMCanada@stifel.com. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This term sheet shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
| Issuer: | Intermap Technologies Corp. (the “Company”). |
| Issue Size: | 6,700,000 Class A common shares of the Company (the “Common Shares”) of the Company for aggregate gross proceeds of $20,100,000 (which amount does not include the exercise of the Over-Allotment Option) (the “Issue Size”). |
| Issue Price: | $3.00 per Common Share (“Issue Price”). |
| Over-Allotment Option: | The Company has granted the Underwriters an Over-Allotment Option, exercisable in whole or in part, at any time, and from time to time, and expiring 30 days following the Closing Date, to purchase at the Issue Price up to 1,005,000 additional Common Shares. |
| Offering Basis: | Bought deal by way of prospectus supplement to be filed in each of the provinces of Canada (other than Québec) and to eligible purchasers resident in jurisdictions other than Canada that are mutually agreed to by the Company and Stifel, each acting reasonably, provided that no prospectus filing or comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.
The Common Shares may also be offered and sold in the United States by way of private placement to Qualified Institutional Buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “1933 Act”)) pursuant to Rule 144A of the 1933 Act and in compliance with applicable state securities laws. Any Common Shares offered and sold in the United States shall be issued as “restricted securities” (as defined in Rule 144(a)(3) under the 1933 Act). |
| Listing: | The Company shall obtain the necessary approvals to list the Common Shares on the Toronto Stock Exchange on the Closing Date. Listing will be subject to the Company fulfilling all of the listing requirements of the Toronto Stock Exchange. |
| Eligibility: | The Common Shares will be eligible for RRSPs, RRIFs, RESPs, RDSPs, TFSAs, FHSAs, and DPSPs, subject to customary qualifications. |
| Use of Proceeds: | The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. |
| Commission: | The Company shall pay to the Underwriters a cash commission (the “Commission”) equal to 6.00% of the gross proceeds plus that number of broker warrants equal to 6.00% of the Common Shares sold under the Offering (and any additional Common Shares purchased in connection with the exercise of the Over-Allotment Option). |
| Closing Date: | On September 29, 2025 (the “Closing Date”) or such other date as the Lead Underwriter and the Company may agree. |
| Underwriters: | Stifel Canada as Lead Underwriter, on behalf of a syndicate of Underwriters. |
| 1 |
Exhibit 99.3
INTERMAP ANNOUNCES INCREASE TO BOUGHT DEAL FINANCING TO $25 MILLION
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
DENVER, Sept. 23, 2025 /CNW/ - Intermap Technologies Corporation (TSX: IMP) (OTCQB: ITMSF) (“Intermap” or the “Company”), is pleased to announce that, due to strong demand, the Company has agreed with its syndicate of underwriters including Stifel Canada, Canaccord Genuity Corp. and Beacon Securities Ltd. (collectively, the “Underwriters”), to increase the size of its previously announced $20,100,000 bought deal offering. Pursuant to the upsized deal terms, the Underwriters have agreed to purchase, on a “bought deal” basis, 8,334,000 Class A common shares (the “Common Shares”) at a price of $3.00 per Common Share (the “Issue Price”) for aggregate gross proceeds to the Company of $25,002,000 (the “Offering”).
The Underwriters will also have the option, exercisable in whole or in part at any time on or up to 30 days after the Closing Date, to purchase up to an additional 1,250,100 Common Shares, to cover over-allotments, if any, and for market stabilization purposes. In the event that the option is exercised in its entirety, the aggregate gross proceeds of the Offering will be $28,752,300.
The net proceeds of the Offering will be used for working capital and general corporate purposes.
The Offering is scheduled to close on or about September 29, 2025 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the conditional approval of the Toronto Stock Exchange.
The Common Shares will be offered by way of a shelf prospectus supplement to be filed in each of the provinces of Canada (other than Québec) pursuant to National Instrument 44-102 – Shelf Distributions and in the United States on a private placement basis to “Qualified Institutional Buyers” (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “1933 Act”)) pursuant to Rule 144A of the 1933 Act and in compliance with applicable state securities laws.
This news release is not an offer or a solicitation of an offer of securities for sale in the United States. The Common Shares have not been and will not be registered under the 1933 Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Intermap Reader Advisory
Certain information provided in this news release, including reference to the availability of proceeds from the Offering, the expectation that the Offering will close and the anticipated timing thereof and the intended use of proceeds in the Offering in connection therewith, constitutes forward-looking statements. The words “will”, “intends”, “expected to”, “subject to” and similar expressions are intended to identify such forward-looking statements. Although Intermap believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of known and unknown risks and uncertainties. Intermap’s forward-looking statements are subject to risks and uncertainties pertaining to, among other things, cash available to fund operations, availability of capital, revenue fluctuations, the nature of government contracts, including changing political circumstances in the relevant jurisdictions, economic conditions, loss of key customers, retention and availability of executive talent, competing technologies, common share price volatility, loss of proprietary information, software functionality, internet and system infrastructure functionality, information technology security, breakdown of strategic alliances, and international and political considerations, as well as those risks and uncertainties discussed Intermap’s Annual Information Form for the year ended December 31, 2024 and other securities filings. While the Company makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Company will derive therefrom. All subsequent forward-looking statements, whether written or oral, attributable to Intermap or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.
About Intermap Technologies
Founded in 1997 and headquartered in Denver, Colorado, Intermap (TSX: IMP; OTCQB: ITMSF) is a global leader in geospatial intelligence solutions, focusing on the creation and analysis of 3D terrain data to produce high-resolution thematic models. Through scientific analysis of geospatial information and patented sensors and processing technology, the Company provisions diverse, complementary, multi-source datasets to enable customers to seamlessly integrate geospatial intelligence into their workflows. Intermap’s 3D elevation data and software analytic capabilities enable global geospatial analysis through artificial intelligence and machine learning, providing customers with critical information to understand their terrain environment. By leveraging its proprietary archive of the world’s largest collection of multi-sensor global elevation data, the Company’s collection and processing capabilities provide multi-source 3D datasets and analytics at mission speed, enabling governments and companies to build and integrate geospatial foundation data with actionable insights. Applications for Intermap’s products and solutions include defense, aviation and UAV flight planning, flood and wildfire insurance, disaster mitigation, base mapping, environmental and renewable energy planning, telecommunications, engineering, critical infrastructure monitoring, hydrology, land management, oil and gas and transportation.
SOURCE Intermap Technologies Corp.
View original content: http://www.newswire.ca/en/releases/archive/September2025/23/c5570.html
%SEDAR: 00004705E
For further information: For more information, please visit www.intermap.com or contact: Jen Bakken, Executive Vice President and CFO, CFO@intermap.com, +1 (303) 708-0955; Sean Peasgood, Investor Relations, Sean@SophicCapital.com, +1 (647) 260-9266
CO: Intermap Technologies Corp.
CNW 09:36e 23-SEP-25
Exhibit 99.4
September 23, 2025
Intermap Technologies Corp.
$25 Million Bought Deal Treasury Offering of Common Shares
A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada (other than Québec). Copies of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement, may be obtained from Stifel Nicolaus Canada Inc. at ECMCanada@stifel.com. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This term sheet shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
| Issuer: | Intermap Technologies Corp. (the “Company”). |
| Issue Size: | 8,334,000 Class A common shares of the Company (the “Common Shares”) of the Company for aggregate gross proceeds of $25,002,000 (which amount does not include the exercise of the Over-Allotment Option) (the “Issue Size”). |
| Issue Price: | $3.00 per Common Share (“Issue Price”). |
| Over-Allotment Option: | The Company has granted the Underwriters an Over-Allotment Option, exercisable in whole or in part, at any time, and from time to time, and expiring [30] days following the Closing Date, to purchase at the Issue Price up to 1,250,100 additional Common Shares. |
| Offering Basis: | Bought deal by way of prospectus supplement to be filed in each of the provinces of Canada (other than Québec) and to eligible purchasers resident in jurisdictions other than Canada that are mutually agreed to by the Company and Stifel, each acting reasonably, provided that no prospectus filing or comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.
The Common Shares may also be offered and sold in the United States by way of private placement to Qualified Institutional Buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “1933 Act”)) pursuant to Rule 144A of the 1933 Act and in compliance with applicable state securities laws. Any Common Shares offered and sold in the United States shall be issued as “restricted securities” (as defined in Rule 144(a)(3) under the 1933 Act). |
| Listing: | The Company shall obtain the necessary approvals to list the Common Shares on the Toronto Stock Exchange on the Closing Date. Listing will be subject to the Company fulfilling all of the listing requirements of the Toronto Stock Exchange. |
| Eligibility: | The Common Shares will be eligible for RRSPs, RRIFs, RESPs, RDSPs, TFSAs, FHSAs, and DPSPs, subject to customary qualifications. |
| Use of Proceeds: | The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. |
| Commission: | The Company shall pay to the Underwriters a cash commission (the “Commission”) equal to 6.00% of the gross proceeds plus that number of broker warrants equal to 6.00% of the Common Shares sold under the Offering (and any additional Common Shares purchased in connection with the exercise of the Over-Allotment Option). |
| Closing Date: | On September 29, 2025 (the “Closing Date”) or such other date as the Lead Underwriter and the Company may agree. |
| Underwriters: | Stifel Canada as Lead Underwriter, on behalf of a syndicate of Underwriters. |
Exhibit 99.5
 |
 |
September 24, 2025
VIA SEDAR+
Alberta Securities Commission
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission
Ontario Securities Commission
Financial and Consumer Services Commission, New Brunswick Nova Scotia Securities Commission
Financial and Consumer Services Division, Department of Justice and Public Safety, Prince Edward Island Superintendent of Securities, Newfoundland and Labrador
Dear Sirs/Mesdames:
| Re: | Intermap Technologies Corporation (the “Corporation”) |
We refer to the prospectus supplement dated September 24, 2025 (the “Prospectus Supplement”) to the short form base shelf prospectus dated September 15, 2025 of the Corporation, which Prospectus Supplement relates to the distribution of common shares in the capital of the Corporation having an aggregate offering price of C$25,002,000.
We hereby consent to the references to our firm’s name on the cover page of the Prospectus Supplement and under the heading “Interests of Experts” and to the reference to our opinion under the heading “Eligibility for Investment” in the Prospectus Supplement.
We confirm that we have read the Prospectus Supplement and have no reason to believe that there are any misrepresentations in the information contained in the Prospectus Supplement that are derived from our opinion referred to therein or that are within our knowledge as a result of the services we performed in connection with such opinion.
Yours truly,
BENNETT JONES LLP
(signed) “Bennett Jones LLP”
Exhibit 99.6
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement (the “Prospectus Supplement”), together with the short form base shelf prospectus dated September 15, 2025 (the “Base Shelf Prospectus”, and together with the Prospectus Supplement, the “Prospectus”) to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference in the Prospectus, constitutes a public offering of securities offered pursuant hereto only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See “Plan of Distribution”.
The securities offered hereunder have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws and may not be offered or sold in the “United States” or to “U.S. Persons” (as such terms are defined in Regulation S under the U.S. Securities Act), except in transactions exempt from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See “Plan of Distribution”.
Information has been incorporated by reference in this Prospectus Supplement and the Base Shelf Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of the Corporation at 385 Inverness Pkwy, Suite 105, Englewood, Colorado, USA 80112, telephone: 303-708-0955, and are also available electronically at www.sedarplus.ca. See “Documents Incorporated by Reference”.
PROSPECTUS SUPPLEMENT
To the Short Form Base Shelf Prospectus dated September 15, 2025
| New Issue | September 24, 2025 |
INTERMAP TECHNOLOGIES CORPORATION
$25,002,000
8,334,000 Class A Common Shares
Intermap Technologies Corporation (“Intermap” or the “Corporation”) is hereby qualifying the distribution of 8,334,000 Class A common shares (the “Common Shares” and the Common Shares being distributed hereunder, the “Offered Shares”) of the Corporation, at a price of $3.00 per Offered Share, being offered to the public through the Underwriters (as defined herein) pursuant to the terms and conditions of the Underwriting Agreement (as defined herein) (the “Offering”). See “Plan of Distribution”.
Price: $3.00 per Common Share
| Price to the Public | Underwriting Fee(1) | Net Proceeds to the Corporation(2) | ||||||||||
| Per Common Share | $ | 3.00 | $ | 0.18 | $ | 2.82 | ||||||
| Total(3) | $ | 25,002,000 | $ | 1,500,120 | $ | 23,501,880 | ||||||
Notes:
| (1) | In connection with the Offering, the Corporation has agreed to pay the Underwriters a cash commission equal to 6.00% of the gross proceeds of the Offering (including any gross proceeds raised upon the exercise of the Over-Allotment Option (as defined herein)) (the “Underwriters’ Cash Commission”). In addition to the Underwriters’ Cash Commission, the Corporation has agreed to issue to the Underwriters such number of compensation warrants (the “Underwriters’ Warrants”) as is equal to 6.00% of the Offered Shares offered in the Offering (including any additional Offered Shares issuable upon the exercise of the Over- Allotment Option). Each Underwriters’ Warrant shall entitle the holder thereof to acquire one (1) Common Share (each, a “Warrant Share”) at an exercise price of US$2.1758 per Warrant Share at any time up to 5:00 pm (Calgary time) on the date that is 24 months from the Closing Date (as defined herein). See “Plan of Distribution”. |
| (2) | After deducting the Underwriters’ Commission but before deducting the estimated expenses of the Offering of approximately $500,000. The Underwriters’ Commission and the expenses of the Offering will be paid from the gross proceeds of the Offering. |
| (3) | The Corporation has granted the Underwriters an option (the “Over-Allotment Option”) exercisable, in whole or in part, from time to time, at any time until and including the date that is 30 days following the Closing Date, to purchase up to an additional 1,250,100 Offered Shares (the “Additional Offered Shares”), representing 15% of the total number of Offered Shares offered under the base Offering, at the offering price of $3.00 per Additional Offered Share, for additional gross proceeds of up to $3,750,000. The Underwriter may exercise the Over-Allotment Option solely for the purpose of covering over-allotments, if any, and for market stabilization purposes. If the Underwriters exercise the Over-Allotment Option in full, the total price to the public, Underwriting Cash Commission and net proceeds to the Corporation, after deducting the Underwriters’ Cash Commission but before deducting expenses of the Offering, will be $28,752,300, $1,725,138 and $27,027,162, respectively. This Prospectus Supplement qualifies the grant of the Over-Allotment Option and the distribution of the Additional Offered Shares. A purchaser who acquires Additional Offered Shares forming part of the Underwriters’ over-allocation position acquires those Additional Offered Shares under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution” and the table below. |
Unless the context otherwise requires, when used herein, all references to “Offering” include the exercise of the Over-Allotment Option and all references to “Offered Shares” include all “Additional Offered Shares” issuable upon exercise of the Over-Allotment Option.
The following table sets out the number of Common Shares that may be issuable pursuant to the Over- Allotment Option and the maximum number of Underwriters’ Warrants issuable by the Corporation.
| Underwriters’ Position | Maximum Size or Number of Securities Available(1) |
Exercise Period | Exercise Price | |||
| Over-Allotment Option | Up to 1,250,100 Additional Offered Shares | Until and including the date that is 30 days following the Closing Date | $3.00 per Additional Offered Share | |||
| Underwriters’ Warrants | Up to 575,046 Underwriters’ Warrants | 24 months following the Closing Date | US$2.1758 per Warrant Share |
Notes:
| (1) | Assumes the exercise in full of the Over-Allotment Option. |
The Common Shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “IMP” and are quoted on the OTCQB® Venture Market (“OTCQB”) under the symbol “ITMSF”. On September 19, 2025, the last completed trading day before the announcement of the Offering, the closing price of the Common Shares was $3.34 per Common Share on the TSX and the last price quoted on the OTCQB was US$2.40 per Common Share on the OTCQB. An application has been made to the TSX to list the Offered Shares (including the Additional Offered Shares), subject to the Corporation fulfilling all of the listing requirements of the TSX.
It is anticipated that the closing date of the Offering will be on or about September 29, 2025, or such later date as the Corporation and Stifel Nicolaus Canada Inc. (“Stifel”), on their own behalf and on behalf of Canaccord Genuity Corp. and Beacon Securities Limited (collectively, the “Underwriters”), may agree (the “Closing Date”).
The terms of the Offering, including the offering price for the Offered Shares, were determined by arm’s length negotiation between the Corporation and Stifel, on their own behalf and on behalf of the Underwriters, with reference to the then current market price for the Common Shares.
The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by the Corporation to, and accepted by, the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “Plan of Distribution”, and subject to the approval of certain legal matters relating to the Offering on behalf of the Corporation by Norton Rose Fulbright Canada LLP, and on behalf of the Underwriters by Bennett Jones LLP.
The Offered Shares will be offered in each of the provinces of Canada, other than Québec, through the Underwriters or their affiliates who are registered to offer the Offered Shares for sale in such provinces and such other registered dealers as may be designated by the Underwriters. Subject to applicable law, the Underwriters may offer the Offered Shares in the United States and such other jurisdictions outside of Canada and the United States as agreed between the Corporation and the Underwriters. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice.
| ii |
It is expected that the Corporation will arrange for the instant deposit of the Offered Shares under the book- based system of registration, to be registered to CDS Clearing and Depository Services Inc. (“CDS”) and deposited with CDS on the Closing Date, or as may otherwise be agreed to between the Corporation and the Underwriters. No certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares, except as may otherwise be required by applicable securities laws or as may reasonably be requested by the Underwriters. Subject to certain limited exceptions, purchasers of the Offered Shares, including purchasers of Common Shares in the United States that are “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act (“Qualified Institutional Buyers”), will only receive a customer confirmation from the Underwriters or other registered dealer and from or through whom a beneficial interest in the Common Shares is purchased. See “Plan of Distribution”.
The Corporation is permitted, under the multi-jurisdictional disclosure system adopted by the United States and Canada (the “MJDS”), to prepare this Prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those applicable in the United States. Financial statements incorporated herein by reference have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board, and may be subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.
Subject to applicable laws, the Underwriters may, in connection with the Offering, over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters propose to offer the Offered Shares initially at the offering price specified above. After a reasonable effort has been made to sell all of the Offered Shares at the price specified, the Underwriters may reduce the selling price to investors from time to time in order to sell any of the Offered Shares remaining unsold. Any such reduction will not affect the proceeds received by the Corporation. See “Plan of Distribution”.
The net proceeds of the Offering (including any net proceeds received in connection with the Over-Allotment Option) are intended for working capital and for general corporate purposes. See “Use of Proceeds”.
Prospective investors should be aware that the acquisition, holding or disposition of Common Shares may have tax consequences and such consequences may not be fully described in this Prospectus Supplement or the accompanying Base Shelf Prospectus. Prospective investors are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, foreign and other tax consequences of acquiring, holding, or disposing of Common Shares. See “Certain Canadian Federal Income Tax Considerations”.
Investing in securities of the Corporation is speculative and involves a high degree of risk and should only be made by persons who can afford the loss of their investment. A prospective purchaser should therefore review the Prospectus, as amended or supplemented, and the documents incorporated by reference herein and therein, as amended or supplemented, in their entirety and carefully consider the risk factors described or referenced under “Risk Factors” herein and in the annual information form of the Corporation incorporated by reference in the Prospectus at the relevant time and the risks otherwise described in this Prospectus and the documents incorporated by reference herein and therein, prior to investing in any securities offered hereby. See “Note Regarding Forward-Looking Statements” and “Risk Factors”.
Each of Patrick Blott, Chairman, Chief Executive Officer and a director of the Corporation, Jennifer Bakken, Chief Financial Officer of the Corporation and Jordan Tongalson, a director of the Corporation, reside outside of Canada and, accordingly, have appointed Intermap Technologies Corporation, at 734 7th Avenue S.W., Suite 604, Calgary, AB T2P 3P8 as their agent for service of process in Canada.
Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person who resides outside of Canada or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, even if the party has appointed an agent for service of process.
The head office of the Corporation is located at 385 Inverness Pkwy, Suite 105, Englewood, Colorado, USA 80112. The registered office of the Corporation is located at 3700, 400 3rd Avenue S.W., Calgary, Alberta, T2P 4H2.
| iii |
TABLE OF CONTENTS
| iv |
This document consists of two parts. The first part is this Prospectus Supplement, which describes certain terms of the Offered Shares that are being offered pursuant to this Prospectus Supplement and also adds to and updates certain information contained in the Base Shelf Prospectus and the documents incorporated by reference therein. The second part, the Base Shelf Prospectus, gives more general information, some of which may not apply to the Offered Shares offered hereunder. Capitalized terms used in this Prospectus Supplement that are not defined herein have the meanings ascribed thereto in the Base Shelf Prospectus.
Prospective purchasers should rely only on the information contained in the Prospectus, and the documents incorporated by reference herein and therein. Intermap and the Underwriters have not authorized anyone to provide you with any different or additional information from that contained in or incorporated by reference into the Prospectus. The Corporation and the Underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Underwriters are not making an offer to sell the Offered Shares in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in the Prospectus, or any documents incorporated by reference herein or therein, is accurate as of any date other than the date on the front of those documents as the Corporation’s business, operating results, financial condition and prospects may have changed since that date.
In this Prospectus Supplement, unless stated otherwise or the context requires, all dollar amounts are expressed in Canadian dollars. Therefore, all references to “$” or “dollars” are to the lawful currency of Canada, and all references to “US$” are to the lawful currency of the United States. In this Prospectus Supplement, where applicable, and unless otherwise indicated, amounts are converted from United States dollars to Canadian dollars, as applicable, by applying the daily rate of exchange for conversion of one United States dollar to one Canadian dollar, as reported on the Bank of Canada on September 23, 2025. Intermap utilizes the Bank of Canada information for all of its exchange rate conversions.
The following table sets forth (i) the rates of exchange for the United States dollar, expressed in Canadian dollars, in effect at the end of each of the periods indicated, and (ii) the average exchange rates during such periods, in each case based on the Bank of Canada exchange rate for United States dollars.
Three Months Ended June 30, | Six Months Ended June 30, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2024 | 2023 | |||||||||||||||||||
| End of Period | $ | 1.3643 | $ | 1.3687 | $ | 1.3643 | $ | 1.3687 | $ | 1.4389 | $ | 1.3226 | ||||||||||||
| Average | $ | 1.4094 | $ | 1.3586 | $ | 1.4094 | $ | 1.3586 | $ | 1.3698 | $ | 1.3226 | ||||||||||||
On September 23, 2025, the rate of exchange for the United States dollar, expressed in Canadian dollars, based on the Bank of Canada exchange rate, was US$1.00=$1.3832.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Prospectus and the documents incorporated by reference herein and therein contain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the U.S. Securities Act and the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 (collectively referred to as “forward-looking statements”). Such forward- looking statements include, without limitation, forecasts, estimates, plans, projections, targets, expectations and objectives for future operations and financial results that are subject to assumptions, risks and uncertainties, many of which are beyond the control of Intermap. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “may”, “can”, “will”, “shall”, “should”, “could”, “anticipate,” “expect,” “project,” “estimate,” “forecast,” “plan,” “hope”, “likely”, “intend,” “target,” “believe,” and similar expressions, or are events or conditions that “will”, “would”, “may”, “could” or “should” occur or be achieved. In addition to the forward-looking statements contained in the documents incorporated by reference herein, this Prospectus Supplement contains forward-looking statements pertaining to, without limitation: certain terms of the Offered Shares; the manner in which Offered Shares may be offered or distributed pursuant to the Prospectus, including the engagement of underwriters, dealers or agents for such purposes; the markets (or lack thereof) for trading in any of the Offered Shares following their issuance under this Prospectus Supplement; the potential use of proceeds by the Corporation from the issuance of the Offered Shares; and sources and uses of cash.
| S-1 |
Forward-looking statements should not be read as guarantees of future performance and are subject to significant risks, uncertainties, and other key factors that could cause actual results or events to be materially different from those anticipated in such forward-looking statements. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, those factors discussed under the headings “Risk Factors” in the AIF (as defined herein) and “Forward-Looking Statements” in the Interim MD&A (as defined herein) and Annual MD&A (as defined herein), including:
| ● | adequate liquidity being available to the Corporation to carry out its operations; | |
| ● | payments on material contracts occurring within a reasonable period of time after payment is due; | |
| ● | the Corporation’s products and services will continue to be sold successfully; | |
| ● | the Corporation’s business development activities will continue to be successful; | |
| ● | no significant delays in development and commercialization of the Corporation’s products; | |
| ● | the Corporation continuing to maintain sufficient and effective production and software development capabilities to compete on the attributes and cost of its products; | |
| ● | no significant reduction in the availability of qualified and cost-effective human resources; | |
| ● | continued existence and productivity of subsidiary operations; | |
| ● | demand for geospatial related products and services continuing to grow in the foreseeable future; | |
| ● | no significant barriers to the integration of the Corporation’s products and services into customers’ applications; | |
| ● | the Corporation being able to maintain compliance with applicable contractual and regulatory obligations and requirements; | |
| ● | superior technologies/products not developing that would render the Corporation’s current product offerings obsolete; and | |
| ● | risks related to government trade policies, including potential impacts of tariffs, duties, fees, economic sanctions, or other trade measures, and the potential impact on the Corporation. |
The forward-looking statements in the Prospectus, and the documents incorporated by reference herein reflect Intermap’s beliefs and assumptions with respect to, among other things, such things as: 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, political decisions, and evolving government trade policies, including potential and announced tariffs, duties, fees, economic sanctions, or other trade measures, international and political considerations, Common Share price volatility, loss of proprietary information, software functionality, internet and system infrastructure functionality, information technology security, and a breakdown of strategic alliances. In some instances, the Prospectus and the documents incorporated by reference herein and therein may also contain forward-looking statements attributed to third parties. Management believes that its assumptions and analysis in this Prospectus Supplement are reasonable and that the expectations reflected in the forward-looking statements contained herein are also reasonable. However, management cannot assure readers that these expectations will prove to be correct.
| S-2 |
Readers are therefore cautioned that they should not unduly rely on the forward-looking statements included in the Prospectus or any documents incorporated by reference. All forward-looking statements contained in this Prospectus Supplement are expressly qualified by this cautionary statement. The Corporation cautions that the foregoing list of factors that may affect future results is not exhaustive. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking statements. The forward-looking statements contained in this Prospectus Supplement are made as of the date of this Prospectus Supplement, and Intermap does not undertake any obligation to publicly update, revise any forward-looking statements, reflect new information, subsequent events or otherwise, except as required by applicable securities laws.
Additional information on these and other risks, uncertainties and factors that could affect the Corporation are provided in the disclosure documents filed from time to time with the securities commission or similar regulatory authority in each of the provinces of Canada. In particular, see “Risk Factors” in the AIF incorporated by reference into this Prospectus Supplement.
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus Supplement is deemed to be incorporated by reference into the Base Shelf Prospectus solely for the purposes of the Offering of the Offered Shares. Other documents are also incorporated or deemed to be incorporated by reference into the Base Shelf Prospectus and reference should be made to the Base Shelf Prospectus for full particulars. See “Documents Incorporated by Reference” in the Base Shelf Prospectus. As of the date hereof, the following documents filed with the securities commissions or similar authorities in each of the provinces of Canada are specifically incorporated by reference into and form an integral part of the Base Shelf Prospectus:
| (a) | the annual information form of the Corporation dated March 31, 2025 for the year ended December 31, 2024 (the “AIF”); | |
| (b) | the audited annual consolidated financial statements of the Corporation for the years ended December 31, 2024 and 2023, together with the notes thereto and the auditor’s report thereon; | |
| (c) | the management’s discussion and analysis of the Corporation for the year ended December 31, 2024 (the “Annual MD&A”); | |
| (d) | the material change report of the Corporation dated March 3, 2025, in connection with its private placement of Common Shares; | |
| (e) | the unaudited condensed consolidated interim financial statements of the Corporation as at and for the three and six-month periods ended June 30, 2025; | |
| (f) | the interim management’s discussion and analysis of financial results for the quarter ended June 30, 2025 (the “Interim MD&A”); | |
| (g) | the management information circular dated May 28, 2025, prepared in connection with the Corporation’s annual general meeting held on June 26, 2025; | |
| (h) | the “template version” (as defined in applicable Canadian securities laws) of the term sheet for the Offering dated and filed September 22, 2025 (the “Term Sheet”); and | |
| (i) | the “template version” (as defined in applicable Canadian securities laws) of the term sheet, in connection with the increase in the number of Offered Shares offered and the size of the Offering, dated and filed September 23, 2025 (the “Amended Term Sheet”). |
Any documents of the type required by National Instrument 44-101 - Short Form Prospectus Distributions to be incorporated by reference herein including, without limitation, any material change reports (excluding confidential material change reports), comparative interim financial statements, comparative annual financial statements and the auditors’ report thereon, interim and annual management’s discussion and analysis, information circulars, annual information forms and business acquisition reports filed by the Corporation with the securities commissions or similar regulatory authorities in the provinces of Canada after the date of this Prospectus Supplement and prior to the completion or termination of the Offering shall be deemed to be incorporated by reference into the Base Shelf Prospectus for purposes of the Offering. These documents will be available through the internet on SEDAR+ (“SEDAR”) which can be accessed at www.sedarplus.ca.
Any statement contained in the Prospectus or a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded for the purposes of the Prospectus to the extent that a statement contained herein, therein, or in any other subsequently filed document (or part thereof) which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document (or part thereof) that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that was required to be stated or that was necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Prospectus.
In connection with the Offering, the Underwriters used the Term Sheet and the Amended Term Sheet as “marketing materials” (as such term is defined under applicable Canadian securities laws). The Term Sheet and the Amended Term Sheet do not form part of the Prospectus to the extent that their contents have been modified or superseded by a statement contained in this Prospectus Supplement. Any “template version” (as such term is defined under applicable Canadian securities laws) of “marketing materials” filed on SEDAR+ (www.sedarplus.ca) after the date of this Prospectus Supplement and before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated by reference into this Prospectus Supplement and the Base Shelf Prospectus solely for the purposes of the Offering.
INTERMAP TECHNOLOGIES CORPORATION
Intermap is a global leader in geospatial intelligence solutions, focusing on the creation and analysis of 3D terrain data to produce high-resolution thematic models. Through scientific analysis of geospatial information and patented sensors and processing technology, the Corporation provides diverse, complementary, multi-source datasets to enable customers to seamlessly integrate geospatial intelligence into their workflows. Intermap’s 3D elevation data and software analytic capabilities enable global geospatial analysis through artificial intelligence and machine learning, providing customers with critical information to understand their terrain environment. By leveraging its extensive proprietary archive of multi- sensor global elevation data, the Corporation’s collection and processing capabilities provide multi-source 3D datasets and analytics, enabling governments and companies to build and integrate geospatial foundation data with actionable insights. Applications for Intermap’s products and solutions include defense, aviation and UAV flight planning, flood and wildfire insurance, disaster mitigation, base mapping, environmental and renewable energy planning, telecommunications, engineering, critical infrastructure monitoring, hydrology, land management, oil and gas and transportation.
The head office of the Corporation is located at 385 Inverness Pkwy, Suite 105, Englewood, Colorado, USA 80112. The registered office of the Corporation is located at 3700, 400 3rd Avenue S.W., Calgary, Alberta, T2P 4H2.
For additional information in respect of the business and operations of Intermap, please refer to the headings “General” and “Description of the Business” in the Base Shelf Prospectus, the headings “Corporate Structure,” “General Development of the Business” and “Description of the Business” in the AIF and the heading “Business Overview” in the Annual MD&A and updated in the Interim MD&A, all of which are incorporated by reference in the Prospectus.
| S-3 |
Prior to giving effect to any exercise of the Over-Allotment Option, the net proceeds to the Corporation of the Offering are expected to be approximately $23,001,880, after deducting the Underwriters’ Cash Commission of $1,500,120 and $500,000 in estimated expenses of the Offering. If the Underwriters exercise the Over-Allotment Option in full, the net proceeds to the Corporation of the Offering will be approximately $26,527,162, after deducting the Underwriters’ Cash Commission of $1,725,138 and $500,000 in estimated expenses of the Offering.
Use of Net Proceeds and Available Funds
The Corporation intends to use the net proceeds of the Offering, together with the net proceeds from the exercise of the Over-Allotment Option, if any, to enhance its financial flexibility to pursue its business strategy, for working capital, and for general corporate purposes.
Pending the use of the net proceeds described above, the Corporation may hold all or a portion of the net proceeds of the Offering as cash balances in the Corporation’s bank account or may invest all or a portion of the net proceeds of the Offering in short-term marketable investment grade securities, or may use a portion of the net proceeds of the Offering to fund negative operating cash flow, if any.
The Corporation’s actual use of the net proceeds of the Offering and use of available funds may vary depending on the Corporation’s operating and capital needs from time to time. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. See “Risk Factors – Discretion in the Use of Proceeds”.
Cash flow from operations for the six month period ended June 30, 2025 was US$1.4 million. In financial years prior to 2024, the Corporation had a number of years of negative operating cash flow, as disclosed in the Corporation’s financial statements. To the extent that the Corporation has negative cash flow from operating activities in future periods, the Corporation may need to use a portion of the net proceeds to fund such negative cash flow. See “Risk Factors – Discretion in the Use of Proceeds” and “ – Cash Flow and Liquidity Uncertainty and Going Concern Risk” and the other risk factors described under the heading “Risk Factors” in this Prospectus Supplement and the Base Shelf Prospectus.
Intermap intends to continue to pursue its business strategy objectives of winning major, recurring business with U.S. and allied governments and converting its commercial business into “as-a-service” subscriptions. With its patented, proprietary technology, Intermap is uniquely positioned to provide government and commercial customers with global, precise, current, dynamic 3DGi. Building on its authoritative data and source-agnostic, scale-invariant processing engine, the Corporation intends to compete for and win significant government and commercial business around the world.
CONSOLIDATED CAPITALIZATION OF THE CORPORATION
There have been no material changes in the Corporation’s share or loan capitalization on a consolidated basis since June 30, 2025, other than as described below under “Prior Sales”.
| S-4 |
The following table summarizes the issuances of Common Shares and any securities convertible or exchangeable into Common Shares within the 12-month period prior to the date of this Prospectus:
| Date of Issuance | Type of Security Issued | Number
of Securities Issued | Issue
Price or Exercise per Security ($) | Description of Transaction | ||||||
| October 7, 2024 – November 13, 2024 | Common Shares | 2,779,900 | US$ | 0.45147 | Exercise of warrants | |||||
| October 8, 2024 | Common Shares | 45,000 | US$ | 0.5833 | Exercise of warrants | |||||
| October 10, 2024 – October 18, 2024 | Common Shares | 50,000 | US$ | 0.60011 | Exercise of warrants | |||||
| November 21, 2024 | Common Shares | 602,500 | US$ | 0.59338 | Exercise of warrants | |||||
| October 8, 2024 - November 15, 2024 | Common Shares | 259,000 | US$ | 0.44944 | Exercise of warrants | |||||
| February 20, 2025 | Common Shares | 5,304,225 | 2.25 | Private placement of Common Shares | ||||||
| February 20, 2025 | Options to purchase Common Shares | 177,420 | US$ | 1.56850 | (2) | Issuance of broker/finder warrants in connection with private placement | ||||
| February 20, 2025 | Options to purchase Common Shares | 122,834 | US$ | 1.67306 | (2) | Issuance of broker/finder warrants in connection with private placement | ||||
| February 20, 2025 | Warrants to purchase Common Shares | 18,000 | US$ | 1.68744 | (2) | Issuance of broker/finder warrants in connection with private placement | ||||
| March 7, 2025 | Common Shares | 197,883 | 2.25 | Private placement of Common Shares | ||||||
| March 7, 2025 | Warrants to purchase Common Shares | 11,872 | US$ | 1.67736 | (2) | Issuance of broker/finder warrants in connection with private placement | ||||
| May 8, 2025 | Common Shares | 84,545 | US$ | 0.58910 | Exercise of warrants | |||||
| May 15, 2025 | Common Shares | 25,000 | US$ | 0.60011 | Exercise of warrants | |||||
| July 18, 2025 – August 6, 2025 | Common Shares | 810,000 | US$ | 0.59564 | Exercise of warrants | |||||
| July 18, 2025 | Common Shares | 177,420 | US$ | 1.56850 | Exercise of warrants | |||||
| July 22, 2025 | Common Shares | 48,600 | US$ | 0.48954 | Exercise of warrants | |||||
| July 22, 2025 | Common Shares | 41,700 | US$ | 0.5833 | Exercise of warrants | |||||
| August 7, 2025 | Common Shares | 122,834 | US$ | 1.67306 | Exercise of warrants | |||||
| August 7, 2025 | Common Shares | 100,000 | US$ | 0.59564 | Exercise of warrants | |||||
| August 18, 2025 | Common Shares | 30,000 | US$ | 0.60011 | Exercise of warrants | |||||
| August 18, 2025 | Common Shares | 60,000 | US$ | 0.5833 | Exercise of warrants | |||||
| S-5 |
| Date of Issuance | Type of Security Issued | Number
of Securities Issued | Issue
Price or Exercise per Security ($) | Description of Transaction | ||||||||
| September 11, 2025 | Common Shares | 500,000 | US$0.60011 | Exercise of warrants | ||||||||
| September 22, 2025 | Common Shares | 390,000 | US$0.5833 | Exercise of warrants | ||||||||
Notes:
(1) Denotes the fair value per Common Share on the date of award.
(2) Denotes the exercise price per Common Share.
The Common Shares are listed on the TSX under the symbol “IMP” and are quoted on OTCQB under the symbol “ITMSF”. The following table sets forth the high and low sale prices in Canadian dollars and monthly trading volumes for the Common Shares on the TSX for the previous 12 months (as reported by the TSX) prior to the date of this Prospectus Supplement.
| TSX composite index | ||||||||||||
| Month | High (CDN$) | Low (CDN$) | Volume | |||||||||
| 2024 | ||||||||||||
| September | 0.97 | 0.77 | 966,657 | |||||||||
| October | 1.32 | 0.92 | 2,449,042 | |||||||||
| November | 1.84 | 1.04 | 2,052,820 | |||||||||
| December | 2.66 | 1.70 | 2,478,269 | |||||||||
| 2025 | ||||||||||||
| January | 2.83 | 2.00 | 2,265,170 | |||||||||
| February | 2.80 | 2.14 | 1,673,553 | |||||||||
| March. | 2.34 | 1.60 | 1,596,305 | |||||||||
| April | 2.32 | 1.42 | 1,173,892 | |||||||||
| May | 2.55 | 1.92 | 979,729 | |||||||||
| June | 2.52 | 2.04 | 1,304,502 | |||||||||
| July | 3.54 | 2.05 | 2,662,700 | |||||||||
| August | 3.55 | 2.77 | 1,635,847 | |||||||||
| September (1-23) | 3.52 | 3.00 | 2,195,434 | |||||||||
On September 23, 2025, the last trading day prior to the filing of this Prospectus Supplement, the closing price of the Common Shares on the TSX and the OTCQB was $3.01 per Common Share and US$2.19 per Common Share, respectively.
The Corporation is authorized to issue an unlimited number of Common Shares. As at September 23, 2025, 61,410,564 Common Shares were issued and outstanding. For a summary of certain material attributes and characteristics of the Common Shares, see “Description of Common Shares” in the Base Shelf Prospectus.
As of the date of this Prospectus Supplement, the Corporation has not declared dividends and has no current intention to declare dividends on its Common Shares in the foreseeable future. Any decision to pay dividends on its Common Shares in the future will be at the discretion of the board of directors of the Corporation (the “Board”) and will depend on, among other things, the Corporation’s results of operations, current and anticipated cash requirements and surplus, financial condition, any future contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law and other factors that the Board may deem relevant.
| S-6 |
It is expected that the Common Shares will be issued and deposited in electronic form with CDS on the closing date. No certificate evidencing the Common Shares will be issued to purchasers and registration will be made in the depository service of CDS. Such purchasers of the Common Shares will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Common Shares is purchased. See “Plan of Distribution”.
The Offering consists of 8,334,000 Offered Shares at a price of $3.00 per Offered Share and up to 1,250,100 Additional Offered Shares at the price of $3.00 per Additional Offered Share if the Underwriters exercise the Over-Allotment Option in full. The Offered Shares will be issued on the Closing Date pursuant to the terms and conditions of the Underwriting Agreement.
Pursuant to the terms and conditions of an underwriting agreement dated as of September 24, 2025 between the Corporation and the Underwriters (the “Underwriting Agreement”), the Corporation has agreed to sell and the Underwriters have severally (and not jointly or jointly and severally) agreed to purchase, on or about September 29, 2025 or such other date as Stifel, on behalf of the Underwriters, and the Corporation may agree, all but not less than all of the Offered Shares offered under this Prospectus Supplement at a price of $3.00 per Offered Share for total consideration of $25,002,000 payable in cash against delivery of the Offered Shares. The Underwriting Agreement provides that the Corporation will pay the Underwriters the Underwriters’ Cash Commission equal to 6.00% of the gross proceeds of the Offering, amounting to an aggregate Underwriters’ Cash Commission of $1,500,120 in consideration for their services in connection with the Offering, resulting in net proceeds to the Corporation of $23,501,880 (before deducting the estimated expenses of the Offering of $500,000). In addition, Intermap has agreed to issue to the Underwriters such number of Underwriters’ Warrants as is equal to 6.00% of the number of Offered Shares offered in the Offering. Each Underwriters’ Warrant shall entitle the holder thereof to acquire one
(1) Warrant Share at an exercise price of US$2.1758 at any time up to 5:00 pm (Calgary time) on the date that is 24 months from the Closing Date.
The Corporation has granted to the Underwriters the Over-Allotment Option exercisable, in whole or in part, from time to time, at any time until and including the date that is 30 days following closing of the Offering, to purchase up to 1,250,100 Additional Offered Shares at the offering price of $3.00 per Additional Offered Share, to cover over-allotments, if any, made in connection with the distribution of the Offered Shares and for market stabilization purposes. This Prospectus Supplement also qualifies the grant of the Over- Allotment Option and the distribution of the Additional Offered Shares. If the Underwriters exercise the Over-Allotment Option in full, the total price to the public, Underwriters’ Cash Commission and net proceeds to the Corporation, before deducting expenses of the Offering, will be $28,752,300, $1,725,138 and
$27,027,162, respectively.
The terms of the Offering were determined by arm’s length negotiation between the Corporation and Stifel, on its own behalf and on behalf of the other Underwriters.
The Underwriters propose to offer the Offered Shares offered under this Prospectus Supplement initially at the offering price on the cover page of this Prospectus Supplement. After a reasonable effort has been made to sell all of the Offered Shares offered under this Prospectus Supplement at such specified price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Offered Shares offered under this Prospectus Supplement remaining unsold.
Except in certain limited circumstances: (a) the Offered Shares will be issued and deposited in electronic form with CDS or its nominee pursuant to the book-based system administered by CDS; (b) certificates evidencing the Offered Shares will not be issued to purchasers; and (c) purchasers will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Offered Shares are purchased.
| S-7 |
The obligations of the Underwriters under the Underwriting Agreement are several (and not joint or joint and several) and may be terminated upon the occurrence of certain stated events. Such events include, but are not limited to: (a) there shall occur or come into effect any material change (actual, anticipated or threatened) in the business, affairs, financial condition or capital of the Corporation and its subsidiaries, taken as a whole, or any change in any material fact or a new material fact, or there should be discovered any previously undisclosed fact which, in each case, in the reasonable opinion of the Underwriters (or any of them), has or could reasonably be expected to have a material adverse effect on the market price or value or marketability of the Offered Shares; (b) an order shall have been made or threatened to cease or suspend trading in the Common Shares, or to otherwise prohibit or restrict in any manner the distribution or trading of the Offered Shares, or proceedings are announced or commenced for the making of any such order by any securities regulatory authority or similar regulatory or judicial authority or the TSX, which order has not been rescinded, revoked or withdrawn; (c) there is an inquiry, action, investigation or other proceeding (whether formal or informal) commenced, announced or threatened or an order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation, the TSX or any securities regulatory authority, in relation to the Corporation (except for any inquiry, action, suit, investigation, proceeding or order based upon activities of the Underwriters and not upon activities of the Corporation), or any law or regulation is enacted or changed, which in the opinion of the Underwriters (or any of them), acting reasonably, operates to prevent or materially restrict the distribution or trading of the Offered Shares or, which in the reasonable opinion of the Underwriters (or any of them), materially and adversely affects or would reasonably be expected to materially and adversely affect the market price or value of the Common Shares or the distribution or trading of the Offered Shares; (d) there should develop, occur or come into effect or existence any event, action, state or condition including, without limitation, terrorism, accident, pandemic, natural disaster or major financial, political or economic occurrence of national or international consequence, or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Underwriters, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada or the United States or the business, operations or affairs of the Corporation or the marketability of the Offered Shares; (e) any closing condition in the Underwriting Agreement shall remain outstanding and uncompleted at any time after the time which is it required to be completed or waived, or the Corporation is in breach of any material representation, warranty or covenant contained in the Underwriting Agreement.
If an Underwriter fails to purchase the Offered Shares which it has agreed to purchase, the other Underwriters may, but are not obligated to, purchase the Offered Shares that would otherwise have been purchased by the Underwriter which fails to purchaser. Nothing in the Underwriting Agreement obligates the Corporation to sell less than all of the Offered Shares which the Underwriters have agreed to purchase under the Underwriting Agreement. The Underwriting Agreement also provides that the Corporation will indemnify the Underwriters and their respective subsidiaries and affiliates and each of their respective directors, officers, employees, shareholders/unitholders affiliates, advisors and agents against certain liabilities and expenses in connection with the Offering.
Pursuant to policy statements of certain securities regulators, the Underwriters may not, throughout the period of distribution under this Prospectus Supplement, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions including: (a) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Canadian Investment Regulatory Organization relating to market stabilization and passive market making activities, (b) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities, or (c) a bid or purchase to cover a short position entered into prior to the commencement of the prescribed restricted period. Consistent with these requirements, and in connection with this distribution, the Underwriters may over-allot or effect transactions that are intended to stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on the TSX, in the over-the-counter market or otherwise.
| S-8 |
The Corporation has agreed that it will not, without the prior written consent of Stifel, on behalf of the Underwriters, which consent may not be unreasonably withheld, sell or offer to sell any Common Shares or any securities convertible into or exchangeable for Common Shares at any time prior to the date 90 days following the Closing Date, except in connection with the issuance of Common Shares issuable: (i) in conjunction with the Underwriting Agreement, the Offering and other matters therein (including the Underwriters’ Warrants); (ii) the grant or exercise of stock options, restricted share units and other similar issuances pursuant to the share incentive plan of the Corporation and other share compensation arrangements; (iii) upon exercise of outstanding warrants of the Corporation, including the Underwriters’ Warrants issued in the Offering, or other convertible securities of the Corporation; (iv) in connection with obligations of the Corporation in respect of existing agreements; and (v) directly pursuant to a bona fide third-party merger, business combination, tender offer, take-over bid, arrangement or similar transaction.
An application has been made to the TSX to list the Offered Shares being qualified for distribution under this Prospectus Supplement, including the Additional Offered Shares issuable pursuant to the exercise of the Over-Allotment Option, subject to the Corporation fulfilling all of the requirements of the TSX.
The Offering is being made in each of the provinces of Canada other than Québec. The Offered Shares will be offered in such provinces through those Underwriters or their affiliates who are registered to offer the Offered Shares for sale in such provinces and such other registered dealers as may be designated by the Underwriters. Subject to applicable law, the Underwriters may offer the Offered Shares in such other jurisdictions outside of Canada as agreed between the Corporation and the Underwriters.
The Offered Shares offered under the Prospectus have not been and will not be registered under the U.S. Securities Act or the securities laws of any U.S. state, and may not be offered or sold within the United States, except in transactions registered under the U.S. Securities Act and applicable U.S. state securities laws or in transactions that are exempt from such registration requirements is available. The Underwriters have agreed that, except as permitted by the Underwriting Agreement pursuant to transactions exempt from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws, they will not offer or sell the Offered Shares at any time in the United States. The Underwriting Agreement permits the Underwriters, through their United States registered broker-dealer affiliates, to reoffer and resell the Offered Shares it has acquired pursuant to the Underwriting Agreement to Qualified Institutional Buyers in the United States in transactions exempt from registration under the U.S. Securities Act and exemptions under applicable state securities laws. Moreover, the Underwriting Agreement provides that the Underwriters will offer and sell the Offered Shares outside the United States only in accordance with Rule 903 of Regulation S under the U.S. Securities Act.
The Offered Shares that are sold in the United States will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and will be subject to restrictions to the effect that such securities have not been registered under the U.S. Securities Act and may only be offered, sold, pledged or otherwise transferred pursuant to certain exclusions from the registration requirements of the U.S. Securities Act and applicable state securities laws.
This Prospectus Supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Shares offered under the Offering in the United States. Until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares offered under the Offering within the United States by any Underwriter (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made other than in accordance with an exemption from such registration requirements.
In the opinion of Norton Rose Fulbright Canada LLP, counsel to the Corporation, and Bennett Jones LLP, counsel to the Underwriters, subject to the provisions of any particular plan, based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the “Tax Act”) as of the date hereof, and all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance and National Revenue (Canada) prior to the date hereof, the Common Shares, if issued on the date hereof, would be “qualified investments” under the Tax Act for a trust governed by a “registered retirement savings plan”, “registered retirement income fund”, “registered education savings plan”,
“registered disability savings plan”, “tax-free savings account”, “first home savings account” (each a “Registered Plan”), or a “deferred profit sharing plan”, as each of those terms is defined in the Tax Act, provided that at such time the Common Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSX) or the Corporation qualifies as a “public corporation” other than a “mortgage investment corporation” (each as defined in the Tax Act).
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Notwithstanding that the Common Shares may be qualified investments for a trust governed by a Registered Plan, the holder, subscriber or annuitant of, or under, a Registered Plan, as the case may be (the “Controlling Individual”), will be subject to a penalty tax as set out in the Tax Act in respect of Common Shares held by a Registered Plan if such shares are a “prohibited investment” as set out in the Tax Act for the particular Registered Plan. A Common Share generally will not be a “prohibited investment” for a Registered Plan provided the Controlling Individual (i) deals at arm’s length with the Corporation for the purposes of the Tax Act; and (ii) does not have a “significant interest” (as defined in subsection 207.01(4) of the Tax Act) in the Corporation. In addition, the Common Shares will generally not be a prohibited investment if the Common Shares are “excluded property” as defined in subsection 207.01(1) of the Tax Act, for the Registered Plan.
Persons who intend to hold the Common Shares in a trust governed by a Registered Plan should consult their own tax advisors with respect to whether Common Shares would be prohibited investments, including whether the Common Shares would be excluded property, having regard to their particular circumstances.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes, as of the date hereof, the principal Canadian federal income tax considerations pursuant to the Tax Act generally applicable to an investor who: (i) acquires Common Shares pursuant to this Offering as beneficial owner; (ii) for purposes of the Tax Act and at all relevant times, acquires and holds the Common Shares as capital property; and (iii) for purposes of the Tax Act and at all relevant times, deals at arm’s length with all of, and is not affiliated with any of, the Corporation and the Underwriters (a “Holder”). Generally, the Common Shares will be considered to be capital property to a Holder provided that the Holder does not hold or use, and is not deemed to hold or use, the Common Shares in the course of carrying on a business and such Holder has not acquired or been deemed to have acquired the Common Shares in one or more transactions considered to be an adventure or concern in the nature of trade.
This summary is not applicable to a Holder: (i) that is a “financial institution” (as defined in the Tax Act for the purposes of the “mark-to-market” rules); (ii) an interest in which is or would constitute a “tax shelter investment” (as defined in the Tax Act); (iii) that is a “specified financial institution” (as defined in the Tax Act); (iv) that elects or has elected to report its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency; (v) that is exempt from tax under Part I of the Tax Act; (vi) that will enter into or has entered into a “synthetic disposition arrangement” or a “synthetic equity arrangement” or a “derivative forward agreement” (each as defined in the Tax Act) with respect to the Common Shares; (vii) that receives dividends on Common Shares under or as part of a “dividend rental arrangement” (as defined in the Tax Act); or (viii) that is a corporation resident in Canada that is or becomes (or does not deal at arm’s length with a corporation resident in Canada for purposes of the Tax Act that is or becomes), as part of a transaction or event or series of transactions or events that includes the acquisition of Common Shares, controlled by a non-resident person, or a group of non-resident persons that do not deal with each other at arm’s length for the purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such investors should consult their own tax advisors with respect to an investment in the Common Shares.
This summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of the Common Shares.
This summary is based upon: (i) the facts set out in this Prospectus Supplement, (ii) the current provisions of the Tax Act in force as of the date hereof; (iii) all specific proposals to amend the Tax Act that have been publicly announced by or on behalf of the Minister of Finance and National Revenue (Canada) prior to the date hereof (the “Proposed Amendments”); and (iv) an understanding of the current administrative policies and practices of the Canada Revenue Agency (the “CRA”) published in writing and made publicly available by the CRA prior to the date hereof. This summary assumes the Proposed Amendments will be enacted in the form proposed, however, no assurance can be given that the Proposed Amendments will be enacted in the form proposed, if at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account any changes in the law, whether by legislative, regulatory, administrative, governmental or judicial decision or action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein. This summary also does not take into account any change in the administrative policies and practices of the CRA.
| S-10 |
This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder or prospective Holder of Common Shares, and no representations with respect to the tax consequences to any Holder or prospective Holder are made therein. Consequently, Holders and prospective Holders of Common Shares should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring, holding and disposing of Common Shares, having regard to their particular circumstances.
Currency
Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Common Shares (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars based on the rate quoted by the Bank of Canada for the applicable day such amounts arise or such other exchange rate that is acceptable to the CRA.
Holders Resident in Canada
The following discussion applies to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is or is deemed to be resident in Canada (a “Resident Holder”). Certain Resident Holders who might not otherwise be considered to hold their Common Shares as capital property may, in certain circumstances, be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to have their Common Shares, and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Holders in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Such Resident Holders should consult their own tax advisors regarding this election.
Receipt of Dividends on Common Shares
Dividends received or deemed to be received on Common Shares held by a Resident Holder in a taxation year will be included in the Resident Holder’s income for that taxation year for the purposes of the Tax Act.
Such dividends received (or deemed to be received) by a Resident Holder who is an individual (other than certain trusts) will generally be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to “taxable dividends” received or deemed to be received by individuals from “taxable Canadian corporations” (each as defined in the Tax Act), including the enhanced gross-up and dividend tax credit in respect of dividends designated by the Corporation as “eligible dividends” in accordance with the provisions of the Tax Act. There may be limitations on the ability of the Corporation to designate dividends as “eligible dividends” and the Corporation has made no commitments in this regard.
Dividends received or deemed to be received on Common Shares by a Resident Holder that is a corporation will be included in computing such Resident Holder’s income for the taxation year and will generally also be deductible in computing its taxable income for that taxation year, subject to all relevant restrictions under the Tax Act. In certain circumstances a taxable dividend received or deemed to be received by a Resident Holder that is a corporation may be deemed to be proceeds of disposition or a capital gain pursuant to subsection 55(2) of the Tax Act. Resident Holders that are corporations should consult their own tax advisors with respect to the application of subsection 55(2) of the Tax Act having regard to their own circumstances.
| S-11 |
A Resident Holder that is a “private corporation”, as defined in the Tax Act, or a “subject corporation”, as defined for purposes of Part IV of the Tax Act, may be liable to pay tax under Part IV of the Tax Act (which generally is refundable, subject to the detailed rules of the Tax Act) on dividends received (or deemed to be received) on the Common Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year. A “subject corporation” is generally a corporation (other than a private corporation) resident in Canada and controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).
Disposition of Common Shares
A disposition or a deemed disposition of a Common Share (other than to the Corporation, unless purchased by the Corporation in the open market in the manner in which shares are normally purchased by any member of the public in the open market) by a Resident Holder will generally result in the Resident Holder realizing a capital gain (or a capital loss) in the taxation year of the disposition or deemed disposition equal to the amount by which the proceeds of disposition of the Common Share exceed (or are less than) the aggregate of the adjusted cost base to the Resident Holder immediately before the disposition or deemed disposition and any reasonable costs of disposition. Such capital gain (or capital loss) will be subject to the tax treatment described below under “Taxation of Capital Gains and Capital Losses”. The adjusted cost base to a Resident Holder of Common Shares acquired pursuant to this Offering will be determined by averaging the cost of such Common Shares with the adjusted cost base (determined immediately before the acquisition of the Common Shares) of all other Common Shares (if any) held by the Resident Holder as capital property immediately prior to the acquisition.
Taxation of Capital Gains and Capital Losses
Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for the year, and one-half of any capital loss (an “allowable capital loss”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses in excess of taxable capital gains realized in a taxation year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years (but not against other income), to the extent and under the circumstances described in the Tax Act.
The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition or deemed disposition of a Common Share may, in certain circumstances, be reduced by the amount of dividends previously received or deemed to have been received by it on such Common Share (or on a share for which the Common Share has been substituted) to the extent and under the circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Common Shares, directly or indirectly, through a partnership or a trust. Resident Holders to whom these rules may be relevant should consult their own tax advisors.
| S-12 |
Additional Refundable Tax
A Resident Holder that: (i) throughout the relevant taxation year, is a “Canadian-controlled private corporation” (as defined in the Tax Act), or (ii) at any time in the relevant taxation year, is a “substantive CCPC” (as defined in the Tax Act), may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act) for the year, which generally includes certain amounts in respect of any taxable capital gains and dividends or deemed dividends that are not deductible in computing the Resident Holder’s taxable income. Resident Holders to whom these rules may be relevant should consult their own tax advisors.
Alternative Minimum Tax
Capital gains realized and dividends received (or deemed to be received) by a Resident Holder who is an individual (including certain trusts) may result in such Resident Holder being liable for alternative minimum tax under the Tax Act. Such Resident Holders should consult their own tax advisors in this regard.
Holders Not Resident in Canada
The following summary applies to a Holder who, at all relevant times, for purposes of the Tax Act and any relevant income tax treaty or convention: (i) is neither resident nor deemed to be resident in Canada; and (ii) does not, and is not deemed to, use or hold Common Shares in connection with, or in the course of carrying on, a business in Canada (a “Non-Resident Holder”). In addition, this discussion does not apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere or an “authorized foreign bank” (as such term is defined in the Tax Act). Such a Non-Resident Holder should consult its own tax advisors.
Receipt of Dividends on Common Shares
Any dividends paid or credited, or deemed to be paid or credited, on the Common Shares to a Non-Resident Holder will generally be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividend or deemed dividend unless the rate is reduced under the provisions of an applicable income tax treaty or convention between Canada and the Non-Resident Holder’s country of residence and to which the Non-Resident Holder is entitled to the full benefits. For instance, where the Non-Resident Holder is a resident of the United States that is entitled to full benefits under the Canada-United States Income Tax Convention (1980) as amended (the “Treaty”), and is the beneficial owner of the dividends (a “US Treaty Holder”), the rate of Canadian withholding tax applicable to dividends is generally reduced to 15% (or 5% in the case of a US Treaty Holder that is a corporation beneficially owning at least 10% of the Corporation’s voting shares). Non-Resident Holders should consult their own tax advisors in this regard.
The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting, to which Canada is a signatory, affects many of Canada’s bilateral tax treaties (but not the Treaty), including the ability to claim benefits thereunder. Non-Resident Holders should consult their own tax advisors in this regard.
Disposition of Common Shares
A Non-Resident Holder will generally not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition or deemed disposition of a Common Share, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Common Share constitutes “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident.
| S-13 |
Provided the Common Shares are listed on a “designated stock exchange”, as defined in the Tax Act (which currently includes the TSX), at the time of disposition, Common Shares generally will not constitute taxable Canadian property of a Non-Resident Holder, unless at any time during the 60 month period that ends at the time of the disposition of the Common Shares, the following two conditions are met concurrently: (i)(a) the Non-Resident Holder; (b) persons with whom the Non-Resident Holder did not deal at arm’s length; (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; or (d) any combination of the foregoing, owned 25% or more of the issued shares of any class or series of the shares of the capital stock of the Corporation; and (ii) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one or any combination of: (a) real or immovable property situated in Canada; (b) “Canadian resource properties” (as defined in the Tax Act); (c) “timber resource properties” (as defined in the Tax Act); and (d) options in respect of, or interests in or for civil law rights in, property described in (a) to (c), whether or not such property exists. Notwithstanding the foregoing, Common Shares may otherwise be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Tax Act.
In the event that a Common Share constitutes taxable Canadian property (or is deemed to be taxable Canadian property) of a Non-Resident Holder and any capital gain that would be realized on the disposition thereof is not exempt from tax under the Tax Act or pursuant to an applicable income tax treaty or convention, the income tax consequences discussed above for Resident Holders under “Disposition of Common Shares” will generally apply to the Non-Resident Holder.
A Non-Resident Holder contemplating a disposition of Common Shares that may constitute taxable Canadian property should consult its own tax advisors prior to such disposition.
An investment in the Offered Shares offered hereunder involves certain risks. In addition to the other information contained in this Prospectus, including the risk factors set forth in the accompanying Base Shelf Prospectus, and in the documents incorporated by reference therein, prospective purchasers of Offered Shares should consider carefully the risk factors set forth below, as well as the risk factors referenced under the heading “Risk Factors” in the accompanying Base Shelf Prospectus, the AIF, the Annual MD&A and the Interim MD&A.
Potential Dilution
The Corporation may issue additional securities, which may dilute existing securityholders, including purchasers of the Offered Shares hereunder. The Corporation may also issue debt securities that have priority over holders of Common Shares with respect to payment in the event of an insolvency or winding- up of the Corporation. Securityholders will have no pre-emptive rights in connection with any such further issuances. The Corporation’s board of directors has the discretion to determine the price and terms for any issuances of Common Shares.
Positive Return not Guaranteed
There is no guarantee that the Offered Shares will earn any positive return in the short term or long term. A holding of Common Shares is speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. A holding of Common Shares is appropriate only for holders who have the capacity to absorb a loss of some or all of their holdings.
| S-14 |
Discretion in the Use of Proceeds
The Corporation intends to allocate the net proceeds it will receive this an offering as described under “Use of Proceeds” in this Prospectus Supplement. There may be circumstances where, based on results obtained or for other sound business reasons, a reallocation of funds may be deemed prudent or necessary. Accordingly, the Corporation will have broad discretion in the actual application of the net proceeds, and may elect to allocate proceeds differently from that described in this Prospectus Supplement if it believes it would be in its best interests to do so as circumstances change. Investors may not agree with how the Corporation allocates or spends the proceeds from an offering of Offered Shares under this Prospectus Supplement. The failure by the Corporation to apply these funds effectively could have a material adverse effect on the Corporation’s business, financial condition, cash flows, results of operations or prospects.
Additional Fund Requirements
The Corporation anticipates that it will require funds beyond the net proceeds of the Offering in order to achieve its long-term business objectives. There is no assurance that the Corporation will be able to secure additional equity or alternative financing when required. To the extent that the Corporation is unable to raise additional financing, the Corporation will curtail operational activities which may ultimately delay the advancement of its projects.
Completion of the Offering
Pursuant to the terms of the Underwriting Agreement, the completion of the Offering is subject to a number of customary closing conditions, including but not limited to, listing of the Offered Shares on the TSX, and will be subject to the Corporation fulfilling all of the requirements of the TSX. There can be no certainty that the Offering will be completed.
Enforcement of Rights in Foreign Jurisdictions
The Corporation’s material subsidiaries, which directly own a significant portion of the Corporation’s assets, are incorporated under the laws of foreign jurisdictions. In addition, all the Corporation’s operations are located outside of Canada. Further, certain of the Corporation’s directors, officers and management are residents of countries other than Canada, with all or a substantial portion of such person’s assets located outside of Canada. As such, in case of disputes arising from its operations, the Corporation may be subject the exclusive jurisdiction of foreign courts or face difficulties in bringing foreign parties under to the jurisdiction of the courts in Canada. The legal systems of countries where disputes may be brought against the Corporation may not be mature and the legal practice may not be developed, such that the correct legal position may be uncertain or that the Corporation may be unable of enforcing our understanding of rights or titles. Any adverse or arbitrary decision of a foreign court may have a material and adverse impact on our business, financial condition, and results of operations. In addition, there is uncertainty as to whether the courts of Canada would recognize or enforce judgments of courts of another jurisdiction obtained against the Corporation or its directors and officers predicated upon the civil liability provisions of the securities laws of such other jurisdiction, or be competent to hear original actions brought in Canada against the Corporation or its directors and officers predicated upon the securities laws of such other jurisdiction.
Payment of Dividends
Intermap has not declared or paid any dividends on the Common Shares, and does not currently have a policy with respect to the payment of dividends. For the foreseeable future, Intermap anticipates that it will retain future earnings and other cash resources for the operation and development of its business. The declaration and payment of future dividends will be at the discretion of the Board, and may be affected by various factors including, among other things, the Corporation’s results of operations, current and anticipated cash requirements and surplus, financial condition, any future contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law and other factors that the Board may deem relevant. There can be no assurance that Intermap will be in a position to pay dividends at the rate anticipated (or at all) in the future.
Certain legal matters relating to the Offering will be passed upon by Norton Rose Fulbright Canada LLP, on behalf of Intermap, and by Bennett Jones LLP, on behalf of the Underwriters. As at the date of this Prospectus Supplement, the partners and associates of Norton Rose Fulbright Canada LLP, and the partners and associates of Bennett Jones LLP, each as a group, own, directly or indirectly, less than 1% of each class of outstanding securities of the Corporation.
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The audited consolidated financial statements for the years ended December 31, 2024 and December 31, 2023, together with the notes thereto, incorporated by reference into the Prospectus, have been audited by KPMG LLP, Chartered Professional Accountants, as indicated in their report dated March 31, 2025, also incorporated by reference in this Prospectus Supplement. KPMG LLP have confirmed with respect to the Corporation that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations, and that they are independent accountants with respect to the Corporation under all relevant US professional and regulatory standards.
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION
Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after the later of (a) the date that the Corporation (i) filed this Prospectus Supplement or any amendment on SEDAR+ and a receipt is issued and posted for the document, and (ii) issued and filed a news release on SEDAR+ announcing that the document is accessible through SEDAR+, and (b) the date that the purchaser or subscriber has entered into an agreement to purchase the securities or a contract to purchase or a subscription for the securities. In several of the provinces, securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province.
A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser. Rights and remedies also may be available to purchasers under U.S. law and purchasers may wish to consult with a U.S. lawyer for particulars of these rights.
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CERTIFICATE OF THE UNDERWRITERS
Date: September 24, 2025
To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the Base Shelf Prospectus and this supplement as required by the securities legislation of each of the provinces of Canada.
| (signed) “Brandon Roopnarinesingh” | ||
| Brandon Roopnarinesingh | ||
| Director |
| CANACCORD GENUITY CORP. | BEACON SECURITIES LIMITED | |
| (signed) “Jason Sleeth” | (signed) “Justin Gilman” | |
|
Jason Sleeth |
Justin Gilman | |
| Managing Director | Managing Director |
| SC-1 |
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
This short form base shelf prospectus has been filed under legislation in each of the provinces of Canada other than the province of Quebec that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.
This short form base shelf prospectus constitutes a public offering of the securities only in those jurisdictions where such securities may be lawfully offered for sale and, in such jurisdictions, only by persons permitted to sell such securities.
Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of the Corporation at 385 Inverness Pkwy, Suite 105, Englewood, Colorado, USA 80112, telephone: 303-708-0955, and are also available electronically at www.sedarplus.ca. See “Documents Incorporated by Reference”.
SHORT FORM BASE SHELF PROSPECTUS
| New Issue | September 15, 2025 |
INTERMAP TECHNOLOGIES CORPORATION
$100,000,000
Common Shares
Preferred Shares
Debt Securities
Subscription Receipts
Warrants
Units
Intermap Technologies Corporation (“Intermap”, the “Corporation”, “we”, “our”, or “us”) may from time to time, during the 25-month period that this short form base shelf prospectus (including any amendments hereto, the “Prospectus”) remains valid, offer and sell or otherwise distribute: (i) Class A common shares in the capital of the Corporation (“Common Shares”); (ii) preferred shares issuable in series in the capital of the Corporation (“Preferred Shares”); (iii) bonds, debentures, notes or other evidences of indebtedness of any kind, nature or description of the Corporation (collectively, “Debt Securities”), including Debt Securities convertible or exchangeable into other securities of the Corporation; (iv) subscription receipts of the Corporation (“Subscription Receipts”); (v) warrants of the Corporation (“Warrants”); and/or (vi) units comprised of one or more of the other securities described in this Prospectus in any combination (“Units” and, together with the Common Shares, Preferred Shares, Debt Securities, Subscription Receipts and Warrants, the “Securities”) in an aggregate offering amount of up to $100,000,000 (or the equivalent in other currencies based on the applicable exchange rate at the time of the offering). The aggregate initial offering price shall be calculated, in the case of interest-bearing Debt Securities, on the basis of the principal amount of Debt Securities issued, and, in the case of non-interest bearing Debt Securities, on the basis of the gross proceeds received by the Corporation from the particular offering.
Securities may be offered separately or together, in amounts, at prices and on such terms and conditions as may be determined from time to time depending on, among other things, the Corporation’s financing requirements, market conditions at the time of sale and other factors. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale or at prices to be negotiated with purchasers at the time of sale, which prices may vary as between purchasers and during the period of distribution. If Securities are offered on a non-fixed price basis, the underwriters’, dealers’ or agents’ compensation will be increased or decreased by the amount by which the aggregate price paid for Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriters, dealers or agents to the Corporation. See “Plan of Distribution”.
All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more prospectus supplements (each, a “Prospectus Supplement”) that will be delivered to prospective purchasers together with this Prospectus to the extent required by applicable laws. The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the offering of Securities to which the Prospectus Supplement pertains.
Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such Securities. The Corporation may also include in a Prospectus Supplement specific terms pertaining to the Securities which are not within the options and parameters set forth in this Prospectus.
Prospective purchasers should be aware that the purchase of Securities may have tax consequences, both in the United States and in Canada, which may not be fully described in this Prospectus or in any Prospectus Supplement. Prospective purchasers should read the tax discussion, if any, in the applicable Prospectus Supplement and consult with an independent tax advisor.
This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. The Corporation may offer and sell the Securities to or through underwriters or dealers purchasing as principals, and may also sell directly to one or more purchasers in accordance with applicable securities laws or through agents. A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers or agents involved in the sale of such Securities, the terms of engagement and the compensation of any such underwriters, dealers or agents.
To the extent permitted by applicable law, in connection with any offering of Securities (unless otherwise specified in a Prospectus Supplement), any underwriters, dealers or agents, when purchasing as principal, may over-allot or effect transactions intended to fix or stabilize or maintain the market price of the Securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. See “Plan of Distribution”.
No underwriter, dealer or agent has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.
Any offering of Preferred Shares, Debt Securities, Subscription Receipts or Units will be a new issue of securities. The issued and outstanding Common Shares are listed on the Toronto Stock Exchange under the symbol “IMP” and on OTCQX® Best Market under the symbol “ITMSF”. Unless otherwise specifically stated in the applicable Prospectus Supplement, there is no market through which the Preferred Shares, Debt Securities, Subscription Receipts, Warrants or Units may be sold and purchasers may not be able to resell the Preferred Shares, Debt Securities, Subscription Receipts, Warrants or Units purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of the Preferred Shares, Debt Securities, Subscription Receipts, Warrants or Units in the secondary market (if any), the transparency and availability of trading prices (if any), the liquidity of the Preferred Shares, Debt Securities, Subscription Receipts, Warrants or Units (if any), and the extent of issuer regulation. See “Risk Factors” in this Prospectus and in any applicable Prospectus Supplement.
Unless otherwise specified in the applicable Prospectus Supplement, the Preferred Shares, Debt Securities, Subscription Receipts, Warrants or Units will not be listed on any securities exchange.
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Each of Patrick Blott, Chairman, Chief Executive Officer and a director of the Corporation, Jennifer Bakken, Chief Financial Officer of the Corporation and Jordan Tongalson, a director of the Corporation, reside outside of Canada and, accordingly, have appointed Intermap Technologies Corporation, at 840 6 Avenue S.W., Suite 200, Calgary Alberta, T2P 3E5 as their agent for service of process in Canada.
Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person who resides outside of Canada or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, even if the party has appointed an agent for service of process.
The distribution of Securities hereunder is subject to approval of certain legal matters on behalf of the Corporation by Norton Rose Fulbright Canada LLP.
The head office of the Corporation is located at 385 Inverness Pkwy, Suite 105, Englewood, Colorado, USA 80112. The registered office of the Corporation is located at 3700, 400 3rd Avenue S.W., Calgary, Alberta, T2P 4H2.
An investment in the Securities involves a high degree of risk and should only be made by persons who can afford the total loss of their investment. Prospective purchasers should carefully consider the risk factors described in this prospectus under “Note Regarding Forward-Looking Statements” and “Risk Factors” and the risk factors in the Corporation’s documents which are incorporated by reference herein for a description of risks involved in an investment in the Securities.
This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those of the United States. Financial statements included or incorporated herein, if any, have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board, and may be subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.
The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the Corporation is incorporated or organized under the laws of a foreign country, that some or all of its officers and directors may be residents of a foreign country, that some or all of the underwriters or experts named in the registration statement on Form F-10, of which this Prospectus constitutes a part (the “Registration Statement”), may be residents of a foreign country, and that all or a substantial portion of the assets of the Corporation and said persons may be located outside the United States.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES EXCHANGE COMMISSION IN THE UNITED STATES (THE “SEC”) NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
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This Prospectus provides a general description of the Securities that Intermap may offer from time to time. Each time the Corporation offers and sells Securities under this Prospectus, the Corporation will provide prospective purchasers with a Prospectus Supplement that will contain specific information about the terms of that offering, and may also add, update or change information contained in this Prospectus. Before investing in any Securities, prospective purchasers should rely only on the information contained in: (a) this Prospectus and any applicable Prospectus Supplement; and (b) any documents incorporated by reference in this Prospectus or in any applicable Prospectus Supplement. The Corporation has not authorized anyone to provide prospective purchasers with different or additional information. If anyone provides prospective purchasers with any different or inconsistent information, prospective purchasers should not rely on it. Prospective purchasers should bear in mind that although the information contained in, or incorporated by reference in, this Prospectus is intended to be accurate as of the date hereof or the date of such documents incorporated by reference, respectively, such information may also be amended, supplemented or updated, as may be required by applicable securities laws, by the subsequent filing of additional documents deemed by applicable securities laws to be, or otherwise incorporated by reference into this Prospectus, any Prospectus Supplement and by any subsequently filed prospectus amendments, if any. This Prospectus constitutes a public offering of Securities only in those jurisdictions where they may be lawfully distributed and therein only by persons permitted to distribute such Securities. The Corporation is not making any offer of Securities in any jurisdiction where the offer is not permitted by law.
In this Prospectus, all references to “$” or “C$” are to Canadian dollars, and all references to “US$” are to United States dollars. Unless otherwise indicated, all financial information included or incorporated by reference in this Prospectus and any applicable Prospectus Supplement has been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board, which are also generally accepted accounting principles for publicly accountable enterprises in Canada.
The Corporation may, from time to time, sell any combination of the Securities described in this Prospectus in one or more offerings up to an aggregate offering amount of $100,000,000 or the equivalent in other currencies.
Information on or connected to the Corporation’s website, even if referred to in a document incorporated by reference herein, does not constitute part of this Prospectus.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference herein contain “ forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the U.S. Securities Act of 1933 (the “U.S. Securities Act”) and the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 (collectively referred to as “forward-looking statements”). Such forward-looking statements include, without limitation, forecasts, estimates, plans, projections, targets, expectations and objectives for future operations and financial results that are subject to assumptions, risks and uncertainties, many of which are beyond the control of Intermap. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “may”, “can”, “will”, “shall”, “should”, “could”, “anticipate,” “expect,” “project,” “estimate,” “forecast,” “plan,” “hope”, “likely”, “intend,” “target,” “believe,” and similar expressions, or are events or conditions that “will”, “would”, “may”, “could” or “should” occur or be achieved. In addition to the forward-looking statements contained in the documents incorporated by reference herein, this Prospectus contains forward-looking statements pertaining to, without limitation: certain terms of the Securities; the manner in which Securities may be offered or distributed pursuant to this Prospectus and any Prospectus Supplement, including the engagement of underwriters, dealers or agents for such purposes; the markets (or lack thereof) for trading in any of the Securities following their issuance under this Prospectus and any Prospectus Supplement; the potential use of proceeds by the Corporation from the issuance of the Securities; and sources and uses of cash.
Forward-looking statements should not be read as guarantees of future performance and are subject to significant risks, uncertainties, and other key factors that could cause actual results or events to be materially different from those anticipated in such forward-looking statements. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, those factors discussed under the headings “Risk Factors” in the AIF (as defined herein) and “Forward-Looking Statements” in the Interim MD&A (as defined herein) and Annual MD&A (as defined herein), including:
| ● | adequate liquidity being available to the Corporation to carry out its operations; | |
| ● | payments on material contracts occurring within a reasonable period of time after payment is due; | |
| ● | the Corporation’s products and services will continue to be sold successfully; | |
| ● | the Corporation’s business development activities will continue to be successful; | |
| ● | no significant delays in development and commercialization of the Corporation’s products; | |
| ● | the Corporation continuing to maintain sufficient and effective production and software development capabilities to compete on the attributes and cost of its products; | |
| ● | no significant reduction in the availability of qualified and cost-effective human resources; | |
| ● | continued existence and productivity of subsidiary operations; |
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| ● | demand for geospatial related products and services continuing to grow in the foreseeable future; | |
| ● | no significant barriers to the integration of the Corporation’s products and services into customers’ applications; | |
| ● | the Corporation being able to maintain compliance with applicable contractual and regulatory obligations and requirements; | |
| ● | superior technologies/products not developing that would render the Corporation’s current product offerings obsolete; and | |
| ● | risks related to government trade policies, including potential impacts of tariffs, duties, fees, economic sanctions, or other trade measures, and the potential impact on the Corporation. |
The forward-looking statements in this Prospectus and the documents incorporated by reference herein reflect Intermap’s beliefs and assumptions with respect to, among other things, such things as: 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, political decisions, and evolving government trade policies, including potential and announced tariffs, duties, fees, economic sanctions, or other trade measures, international and political considerations, Common Share price volatility, loss of proprietary information, software functionality, internet and system infrastructure functionality, information technology security, and a breakdown of strategic alliances. In some instances, this Prospectus and the documents incorporated by reference herein may also contain forward-looking statements attributed to third parties. Management believes that its assumptions and analysis in this Prospectus are reasonable and that the expectations reflected in the forward-looking statements contained herein are also reasonable. However, management cannot assure readers that these expectations will prove to be correct.
Readers are therefore cautioned that they should not unduly rely on the forward-looking statements included in this Prospectus or any documents incorporated by reference. All forward-looking statements contained in this Prospectus are expressly qualified by this cautionary statement. The Corporation cautions that the foregoing list of factors that may affect future results is not exhaustive. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking statements. The forward-looking statements contained in this Prospectus are made as of the date of this Prospectus, and Intermap does not undertake any obligation to publicly update, revise any forward-looking statements, reflect new information, subsequent events or otherwise, except as required by applicable securities laws.
Additional information on these and other risks, uncertainties and factors that could affect the Corporation are provided in the disclosure documents filed from time to time with the securities commission or similar regulatory authority in each of the provinces of Canada. In particular, see “Risk Factors” in the AIF incorporated by reference into this Prospectus.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference in this Prospectus from documents filed with securities commissions and similar regulatory authorities in each of the provinces of Canada and with the SEC.
Under applicable securities laws in Canada, the Canadian securities commissions or similar regulatory authorities allow the Corporation to incorporate by reference certain information that it files with the Canadian securities commissions or similar regulatory authorities, which means that the Corporation can disclose important information to prospective purchasers by reference to those documents. Information that is incorporated by reference is an important part of this Prospectus. Copies of the documents incorporated by reference herein may be obtained on request without charge from the Chief Financial Officer of the Corporation by mail to 385 Inverness Pkwy, Suite 105, Englewood, Colorado, USA 80112 or by telephone at 303-708-0955, and are also available electronically under the Corporation’s issuer profile at www.sedarplus.ca. Documents filed with, or furnished to, the SEC are available through the SEC’s Electronic Data Gathering and Retrieval System at www.sec.gov.
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The following documents of the Corporation have been, or will be, filed with the various securities commissions or similar regulatory authorities in each of the provinces of Canada, and filed with, or furnished to, the SEC, and are specifically incorporated by reference into and form an integral part of this Prospectus:
| (a) | the annual information form of the Corporation dated March 31, 2025 for the year ended December 31, 2024 (the “AIF”); | |
| (b) | the audited annual consolidated financial statements of the Corporation for the years ended December 31, 2024 and 2023, together with the notes thereto and the auditor’s report thereon; | |
| (c) | the management’s discussion and analysis of the Corporation for the year ended December 31, 2024 (the “Annual MD&A”); | |
| (d) | the material change report of the Corporation dated March 3, 2025, in connection with its private placement of Common Shares; | |
| (e) | the unaudited condensed consolidated interim financial statements of the Corporation as at and for the three and six-month periods ended June 30, 2025; | |
| (f) | the interim management’s discussion and analysis of financial results for the quarter ended June 30, 2025 (the “Interim MD&A”); and | |
| (g) | the management information circular dated May 28, 2025, prepared in connection with the Corporation’s annual general meeting held on June 26, 2025. |
Any documents of the type required by National Instrument 44-101 Short Form Prospectus Distributions to be incorporated by reference herein including, without limitation, any material change reports (excluding confidential material change reports), comparative interim financial statements, comparative annual financial statements and the auditors’ report thereon, interim and annual management’s discussion and analysis, information circulars, annual information forms and business acquisition reports filed by the Corporation with the securities commissions or similar regulatory authorities in the provinces of Canada subsequent to the date of this Prospectus, and prior to the termination of any distribution hereunder, are deemed to be incorporated by reference in this Prospectus.
Any statement contained in this Prospectus or a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document (or part thereof) which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document (or part thereof) that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that was required to be stated or that was necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
Upon a new annual information form and related audited annual financial statements and management’s discussion and analysis being filed by Intermap with, and where required, accepted by, the securities commission or similar regulatory authority in each of the provinces of Canada during the term of this Prospectus, the previous annual information form, the previous audited annual financial statements and related management’s discussion and analysis, all unaudited interim financial statements and related management’s discussion and analysis, material change reports and business acquisition reports filed prior to the commencement of Intermap’s financial year in which the new annual information form and related audited annual financial statements and management’s discussion and analysis are filed shall be deemed no longer to be incorporated into this Prospectus for purposes of future distributions of Securities under this Prospectus. Upon new interim financial statements and related management’s discussion and analysis being filed by Intermap with the securities commission or similar regulatory authority in each of the provinces of Canada during the term of this Prospectus, all interim financial statements and related management’s discussion and analysis filed prior to the new interim consolidated financial statements and related management’s discussion and analysis shall be deemed no longer to be incorporated into Prospectus for purposes of future distributions of Securities under this Prospectus. Upon a new information circular relating to an annual meeting of shareholders of the Corporation being filed by Intermap with the securities commission or similar regulatory authority in each of each of the provinces of Canada during the term of this Prospectus, the information circular for the preceding annual meeting of shareholders of the Corporation shall be deemed no longer to be incorporated into this Prospectus for purposes of future distributions of Securities under this Prospectus.
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Each annual report on Form 40-F (or another applicable form) filed by the Corporation with the SEC is incorporated by reference in the Registration Statement. In addition, any report on Form 6-K (or another applicable form) filed or furnished by the Corporation with the SEC after the date of this Prospectus shall be deemed to be incorporated by reference in the Registration Statement only if and to the extent expressly provided in such report. The Corporation’s reports on Form 6-K and its annual report on Form 40-F (and other SEC filings made by the Corporation) are available at the SEC’s website at www.sec.gov.
Certain marketing materials (as that term is defined in applicable securities legislation) may be used in connection with a distribution of Securities under this Prospectus and any applicable Prospectus Supplement. Any template version of marketing materials (as those terms are defined in applicable securities legislation) pertaining to a distribution of Securities, and filed by the Corporation after the date of the applicable Prospectus Supplement for the offering and before termination of the distribution of such Securities, will be deemed to be incorporated by reference in such Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.
All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to prospective purchasers together with this Prospectus to the extent required by applicable securities laws. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the offering of Securities to which the Prospectus Supplement pertains.
Prospective purchasers should rely only on the information contained or incorporated by reference in this Prospectus or any Prospectus Supplement. The Corporation has not authorized anyone to provide prospective purchasers with different or additional information. The Corporation is not making an offer of these Securities in any jurisdiction where the offer is not permitted by law. Prospective purchasers should bear in mind that although the information contained in, or incorporated by reference in, this Prospectus is intended to be accurate as of the date hereof or the date of such documents incorporated by reference, respectively, such information may also be amended, supplemented or updated, as may be required by applicable securities laws, by the subsequent filing of additional documents deemed by applicable securities laws to be, or otherwise incorporated by reference into this Prospectus, any Prospectus Supplement and by any subsequently filed prospectus amendments, if any.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been or will be filed or furnished with the SEC as part of the Registration Statement: (i) the documents listed under the heading “Documents Incorporated by Reference”; (ii) powers of attorney from our directors and officers, as applicable; and (iii) the consent of KPMG LLP.
In addition to its continuous disclosure obligations under the securities laws of each of the provinces of Canada, the Corporation is subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and, in accordance with the U.S. Exchange Act, are also required to file reports with, and furnish other information to, the SEC. Under a multijurisdictional disclosure system adopted by the United States and Canada, these reports and other information (including financial information) may be prepared in accordance with the disclosure requirements of Canada, which differ in certain respects from those in the United States. As a foreign private issuer, the Corporation is exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. In addition, we are not required to publish financial statements as promptly as U.S. companies.
The Registration Statement has been filed by the Corporation with the SEC in respect of the offering of securities. The Registration Statement contains additional information not included in this Prospectus, certain items of which are contained in the exhibits to such Registration Statement, pursuant to the rules and regulations of the SEC.
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INTERMAP TECHNOLOGIES CORPORATION
General
Intermap was formed on January 31, 1996 and commenced active business operations on September 1, 1996. On November 11, 1996, the Corporation 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). The Corporation changed its name to Intermap Technologies Corporation on May 25, 1999.
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 among Intermap, Environmental Research Institute of Michigan, and Intermap U.S.A., Intermap acquired the rights to certain International Traffic in Arms Regulations 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.
Intermap Technologies Inc. is a wholly owned subsidiary of the Corporation formed under the laws of Delaware, which, together with its subsidiaries, comply with U.S. Federal Government requirements that qualified U.S. Persons own and control the regulated dual-use technology used by Intermap.
Description of the Business
Intermap is focused on the creation, analysis, and provisioning of 3D terrain data and high-resolution thematic models of the Earth’s surface. The Corporation 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. 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.
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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, and the National Geospatial-Intelligence Agency. 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. The Corporation has also patented a unique process to build highly accurate, 3D bare-earth digital terrain models, using proprietary radar that can penetrate to the ground through natural and manmade obstructions. In addition to 3D digital surface models, 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.
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 Corporation’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 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 Corporation 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 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 resolution, with congruent orthorectified imagery at better than 25cm resolution.
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.
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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 high data margin. The Corporation’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 create and maintain data, and related application tools, collectively provide the Corporation 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.
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, as decision makers push 3D geospatial capability to their non-expert geospatial users “at the edge.”
Under its current leadership, Intermap has been working to leverage its dual-use, regulated and recently upgraded military technology to re-enter the U.S. government market as a service provider to various U.S. government departments. 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 Artificial Intelligence (“AI”) / Machine Learning (“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.
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 Corporation’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.
European Union Aviation Safety Agency, which has a reciprocal authority with the Federal Aviation Administration, awarded global certification to Intermap and its exclusive partner, Lufthansa Systems GmbH, to deliver NEXTView, a first of its kind elevation data as-a-service for aviation. Since achieving certification, Intermap has recently sold NEXTView to several federal aviation authorities and national mapping agencies for their beta tests. As it becomes adopted, NEXTView will dramatically improve avionics systems used for navigation, terrain warning systems and flight planning. NEXTView is anticipated to improve flight safety and efficiency around the world, making air travel safer, more accessible and more profitable.
At the same time, NEXTMap is dual-purposed for commercial drone work, enabling more efficient flight planning and extending the range of beyond-line-of-sight drones. The Corporation recently signed a leading manufacturer of aviation-grade drone technology and a service provider for a wide range of drone deployments. This new subscription agreement is indicative of growing demand for reliable navigation data as the drone market grows.
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 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.
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In addition, Intermap will consider deploying proceeds from any offerings to fund acquisitions that would increase growth and accelerate the achievement of its strategic objectives. Process and technology automation will be key drivers in creating value at target companies with labor-intensive workflows.
For additional information in respect of the business and operations of Intermap, please refer to the headings “Corporate Structure,” “General Development of the Business” and “Description of the Business” in the AIF and the heading “Business Overview” in the Annual MD&A and updated in the Interim MD&A, all of which are incorporated by reference in this Prospectus.
There have been no material changes in the share and loan capital of the Corporation on a consolidated basis since June 30, 2025.
The prior sales of each class and series of securities that will be distributed under this Prospectus will be disclosed in each applicable Prospectus Supplement.
Trading price and volume of the Corporation’s securities will be provided as required for all of our listed securities, as applicable, in each Prospectus Supplement to this Prospectus.
Information regarding earnings coverage ratios will be provided in the applicable Prospectus Supplement relating to any offering of Debt Securities having a term to maturity in excess of one year or Preferred Shares, as required by applicable securities laws.
The use of proceeds from the sale of Securities will be described in the applicable Prospectus Supplement relating to a specific offering and sale of Securities. Unless otherwise specified in the applicable Prospectus Supplement, Intermap currently intends to use the net proceeds from the sale of Securities to expand and develop the Corporation’s offerings, pursue new strategic contracts and for general corporate purposes. Intermap has no specific, actionable, identified acquisition targets or research projects outside the normal course of business. All capital expenditures are discretionary.
In financial years prior to 2024, the Corporation had a number of years of negative operating cash flow, as disclosed in the Corporation’s financial statements. Although the Corporation intends to use the net proceeds from the sale of Securities as set forth above, to the extent that the Corporation has negative cash flow from operating activities in future periods, the Corporation may need to use a portion of the proceeds from any offering to fund such negative cash flow. See “Risk Factors – Cash Flow and Liquidity Uncertainty”, “– Discretion in the Use of Proceeds” and “– Availability of Capital” as well as the other risk factors described under the heading “Risk Factors” in this Prospectus.
Intermap intends to continue its twin objectives of winning major, recurring business with U.S. and allied governments as well as converting its commercial business into “as-a-service” subscriptions. With its patented, proprietary technology, Intermap is uniquely positioned to provide government and commercial customers with global, precise, current, dynamic 3DGi. Building on its authoritative data and source- agnostic, scale-invariant processing engine, the Corporation intends to compete for and win significant government and commercial business around the world.
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The Corporation is executing its business strategy as follows:
| ● | Government contract awards for data collection and GIS products in Indonesia, with ongoing negotiations for various programs and services with the US government as well as the governments of Malaysia, South Korea, Vietnam, Thailand, Colombia and Peru. | |
| ● | Base revenue for existing software licenses with renewals. | |
| ● | Base revenue from multiyear, recurring customers for GIS products with growth based on new and expanded commercial applications, including aviation, drone and natural perils, including flood, wildfire, windstorms, hail, lightning, earthquake, landslide, volcano, tsunami, sea level rise, drought, heat stress and precipitation. |
The amount of net proceeds to be used for any of the above purposes will be set forth in a Prospectus Supplement. The Corporation may invest funds which it does not immediately use. Such investments may include short-term marketable investment grade securities.
The Corporation may sell the Securities: (i) to or through underwriters purchasing as principal; (ii) directly to one or more purchasers in accordance with applicable securities laws; (iii) through agents; or (iv) through a combination of any of these methods of sale.
The distribution of the Securities of any series may be effected from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be increased or decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter, dealer or agent to the Corporation. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.
In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation from the Corporation or from other parties, including in the form of underwriters’, dealers or agents’ fees, commissions or concessions. Underwriters, dealers and agents that participate in the distribution of the Securities may be deemed to be underwriters for the purposes of applicable Canadian securities legislation and any such compensation received by them from the Corporation and any profit on the resale of the Securities by them may be deemed to be underwriting commissions.
The Prospectus Supplement relating to each offering of Securities will set forth the terms of the offering of the Securities, including to the extent applicable, the initial offering price, the proceeds to the Corporation, the underwriters’, dealers’ or agents’ compensation or other discount or selling concession to be allowed or re-allowed to underwriters’ or dealers. Any underwriters, dealers or agents with respect to a particular offering of Securities will be named in the Prospectus Supplement relating to such offering.
In connection with any offering of Securities, the underwriters may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time.
Under agreements which may be entered into by the Corporation, underwriters, dealers and agents who participate in the distribution of the Securities may be entitled to indemnification by the Corporation against certain liabilities, including liabilities under the securities legislation of each of the provinces of Canada and under the U.S. Securities Act.
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Each series of the Securities (other than Common Shares) will be a new issue of Securities with no established trading market. Unless otherwise specified in a Prospectus Supplement relating to a series of Securities, the Securities (other than Common Shares) will not be listed on any securities exchange. Certain broker dealers may make a market in the Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any broker dealer will make a market in the Securities of any series or as to the liquidity of the trading market, if any, for the Securities of any series.
Unless otherwise specified in the applicable Prospectus Supplement, this Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities in the United States. Unless otherwise specified in the applicable Prospectus Supplement, the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, unless the Securities are registered under the
U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. Each underwriter, dealer and agent who participates in the distribution will agree not to sell or offer to sell or to solicit any offer to buy any Securities within the United States or to, or for the account or benefit of, a U.S. person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws.
The Corporation is authorized to issue an unlimited number of Common Shares.
Each Common Share entitles the holder to receive notice of and to attend all meetings of the shareholders of the Corporation (“Shareholders”), other than meetings at which only the holders of a specified class are entitled to vote. Each Common Share entitles the holder to one vote at all meetings of Shareholders. The holders of Common Shares, in the discretion of the board of directors of the Corporation, are entitled to receive out of any monies properly applicable to the payment of dividends, and after the payment of any dividends payable on the Preferred Shares of any series or any other class ranking prior to the Common Shares as to the payment of dividends, any dividends declared and payable on the Common Shares.
Upon any liquidation, dissolution or winding-up of the Corporation, or other distribution of the Corporation’s assets among its Shareholders for the purposes of winding-up the affairs of the Corporation, the holders of the Common Shares are entitled to share on a share-for-share basis in the distribution, subject to the prior rights of the holders of the Preferred Shares of any series, or any other class ranking prior to the Common Shares.
There are no pre-emptive or conversion rights and the Common Shares are not subject to redemption. All Common Shares currently outstanding and to be outstanding upon the exercise of any securities convertible into Common Shares, are or will be, fully paid and non-assessable.
DESCRIPTION OF PREFERRED SHARES
The particular terms and provisions of any class of Preferred Shares offered pursuant to a Prospectus Supplement will be described in such Prospectus Supplement. Any Preferred Shares offered pursuant to a Prospectus Supplement will be of a new class of preferred shares. Prior to an offering of Preferred Shares pursuant to a Prospectus Supplement, the Corporation would need to amend its articles to create the Preferred Shares, which would require a special resolution of the holders of Common Shares. Any Prospectus Supplement for Preferred Shares will set forth the terms and other information with respect to the Preferred Shares being offered thereby, including:
| (a) | the offering price of the Preferred Shares; | |
| (b) | the title and designation of the number of shares of the series of Preferred Shares; | |
| (c) | the dividend rate or method of calculation, the payment dates for dividends and the place or places where the dividends will be paid, whether dividends will be cumulative or noncumulative, and, if cumulative, the dates from which dividends will begin to accumulate; | |
| (d) | any conversion or exchange features or rights; |
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| (e) | whether the Preferred Shares will be subject to redemption and the redemption price and other terms and conditions relative to the redemption rights; | |
| (f) | any liquidation rights; | |
| (g) | any sinking fund provisions; | |
| (h) | any voting rights; | |
| (i) | whether the Preferred Shares will be issued in fully registered or “book-entry only” form; | |
| (j) | any other rights, privileges, restrictions and conditions attaching to the Preferred Shares; and | |
| (k) | any other specific terms applicable to such Preferred Shares. |
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of Debt Securities sets forth certain general terms and provisions of Debt Securities in respect of which a Prospectus Supplement may be filed. The particular terms and provisions of Debt Securities offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Debt Securities.
Debt Securities may be issued separately or in combination with one or more other Securities. The Corporation may, from time to time, issue debt securities and incur additional indebtedness other than through the issue of Debt Securities pursuant to this Prospectus.
The Debt Securities will be issued under one or more indentures (each, a “Debt Indenture”), in each case between the Corporation and a financial institution organized under the laws of Canada or any province thereof and authorized to carry on business as a trustee (each, a “Trustee”).
The following description sets forth certain general terms and provisions of the Debt Securities and is not intended to be complete. The particular terms and provisions of the Debt Securities and a description of how the general terms and provisions described below may apply to the Debt Securities will be included in the applicable Prospectus Supplement. The following description is subject to the detailed provisions of the applicable Debt Indenture, a copy of which will be filed by the Corporation with the securities commission or similar regulatory authority in each of the provinces of Canada after it has been entered into and will be available electronically at www.sedarplus.ca.
General
The Debt Securities may be issued from time to time in one or more series. The Corporation may specify a maximum aggregate principal amount for the Debt Securities of any series and, unless otherwise provided in the applicable Prospectus Supplement, a series of Debt Securities may be reopened for issuance of additional Debt Securities of such series.
Any Prospectus Supplement for Debt Securities supplementing this Prospectus will contain the specific terms and other information with respect to the Debt Securities being offered thereby, including:
| (a) | the designation, aggregate principal amount and authorized denominations of such Debt Securities; | |
| (b) | any limit upon the aggregate principal amount of such Debt Securities; | |
| (c) | the currency or currency units for which such Debt Securities may be purchased and the currency or currency units in which the principal and any interest is payable (in either case, if other than Canadian dollars); | |
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| (d) | the offering price (at par, at a discount or at a premium) of such Debt Securities; | |
| (e) | the date or dates on which such Debt Securities will be issued and delivered; | |
| (f) | the date or dates on which such Debt Securities will mature, including any provision for the extension of a maturity date, or the method of determination of such date(s); | |
| (g) | the rate or rates per annum (either fixed or floating) at which such Debt Securities will bear interest (if any) and, if floating, the method of determination of such rate; | |
| (h) | the date or dates from which any such interest will accrue and on which such interest will be payable and the record date or dates for the payment of such interest, or the method of determination of such date(s); | |
| (i) | the nature and priority of any security for the Debt Securities; | |
| (j) | if applicable, the provisions for subordination of such Debt Securities to other indebtedness of the Corporation, and the extent of that subordination; | |
| (k) | the Trustee under the Debt Indenture pursuant to which such Debt Securities are to be issued; | |
| (l) | any redemption term or terms under which such Debt Securities may be defeased whether at or prior to maturity; | |
| (m) | any repayment or sinking fund provisions; | |
| (n) | any events of default applicable to such Debt Securities; | |
| (o) | whether such Debt Securities are to be issued in registered form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof; | |
| (p) | whether such Debt Securities will be exchangeable or convertible into Common Shares or other Securities of the Corporation, and the terms, conditions and procedures for such exchange or conversion and any provisions for the adjustment thereof; | |
| (q) | if applicable, the ability of the Corporation to satisfy all or a portion of any redemption of such Debt Securities, any payment of any interest on such Debt Securities or any repayment of the principal owing upon the maturity of such Debt Securities through the issuance of securities of the Corporation or of any other entity, and any restriction(s) on the persons to whom such securities may be issued; | |
| (r) | the provisions applicable to the modification of the terms of the Debt Indenture; and | |
| (s) | any other specific terms or covenants applicable to such Debt Securities. |
The Corporation reserves the right to include in a Prospectus Supplement specific terms pertaining to the Debt Securities which are not within the options and parameters set forth in this Prospectus, provided that any Debt Securities will not be specified derivatives or asset-backed securities. In addition, to the extent that any particular terms of the Debt Securities described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Debt Securities.
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Ranking
The Debt Securities will be direct secured or unsecured obligations of the Corporation. The Debt Securities will be senior or subordinated indebtedness of the Corporation as described in the applicable Prospectus Supplement. If the Debt Securities are senior indebtedness, they will rank equally and rateably with all other unsecured indebtedness of the Corporation from time to time issued and outstanding which is not subordinated. If the Debt Securities are subordinated indebtedness, they will be subordinated to senior indebtedness of the Corporation as described in the applicable Prospectus Supplement, and they will rank equally and rateably with other subordinated indebtedness of the Corporation from time to time issued and outstanding as described in the applicable Prospectus Supplement. The Corporation reserves the right to specify in a Prospectus Supplement whether a particular series of subordinated Debt Securities is subordinated to any other series of subordinated Debt Securities.
Registration of Debt Securities
Debt Securities in Book Entry Form
Debt Securities of any series may be issued in whole or in part in the form of one or more global securities (“Global Securities”) registered in the name of a designated clearing agency (a “Depositary”) or its nominee and held by or on behalf of the Depositary in accordance with the terms of the applicable Debt Indenture. The specific terms of the depositary arrangement with respect to any portion of a series of Debt Securities to be represented by a Global Security will, to the extent not described herein, be described in the Prospectus Supplement relating to such series.
A Global Security may not be transferred, except as a whole between the Depositary and a nominee of the Depositary or as between nominees of the Depositary, or to a successor Depositary or nominee thereof, until it is wholly exchanged for Debt Securities in certificated non-book-entry form in accordance with the terms of the applicable Debt Indenture. So long as the Depositary for a Global Security, or its nominee, is the registered owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities represented by such Global Security for all purposes under the applicable Debt Indenture and payments of principal of and interest, if any, on the Debt Securities represented by a Global Security will be made by the Corporation to the Depositary or its nominee.
Owners of beneficial interests in a Global Security will not be entitled to have the Debt Securities represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of such Debt Securities in certificated non-book-entry form, will not be considered the owners or holders thereof under the applicable Debt Indenture and will be unable to pledge Debt Securities as security.
No Global Security may be exchanged in whole or in part for Debt Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any person other than the Depositary for such Global Security or any nominee of such Depositary unless:
| (a) | there is a requirement to do so under applicable law; | |
| (b) | the book-entry system ceases to exist; | |
| (c) | the Corporation or the Depositary advises the Trustee that the Depositary is no longer willing or able to properly discharge its responsibilities as depositary with respect to the Debt Securities and the Corporation is unable to locate a qualified successor; | |
| (d) | the Corporation decides, at its option, to terminate the book-entry system through the Depositary; | |
| (e) | if provided for in the Debt Indenture, after the occurrence of an event of default thereunder (provided the Trustee has not waived the event of default in accordance with the terms of the Debt Indenture), participants acting on behalf of beneficial holders representing, in aggregate, a threshold percentage of the aggregate principal amount of the Debt Securities then outstanding advise the Depositary in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest; or |
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| (f) | in such other circumstance as may be specified in the Debt Indenture; |
whereupon such Global Security shall be exchanged for certificated non-book-entry Debt Securities of the same series in an aggregate principal amount equal to the principal amount of such Global Security and registered in such names and denominations as the Depositary may direct.
Principal and interest payments, if any, on the Debt Securities represented by a Global Security registered in the name of a Depositary or its nominee will be made to such Depositary or its nominee, as the case may be, as the registered owner of such Global Security. Neither the Corporation, the Trustee nor any paying agent for such Debt Securities will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
The Corporation, any underwriters, dealers or agents and any Trustee identified in an accompanying Prospectus Supplement, as applicable, will not have any liability or responsibility for: (i) records maintained by the Depositary relating to beneficial ownership interests in the Debt Securities held by the Depositary or the book-entry accounts maintained by the Depositary; (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership interests; or (iii) any advice or representation made by or with respect to the Depositary and contained in this Prospectus or in any Prospectus Supplement or Debt Indenture with respect to the rules and regulations of the Depositary or at the direction of Depositary participants.
Unless otherwise stated in the applicable Prospectus Supplement, CDS Clearing and Depository Services Inc. or its successor will act as Depositary for any Debt Securities represented by a Global Security.
Debt Securities in Certificated Form
Debt Securities of any series may be issued in whole or in part in registered form as provided in the applicable Debt Indenture.
In the event that the Debt Securities are issued in certificated non-book-entry form, principal and interest, if any, will be payable, the transfer of such Debt Securities will be registerable and such Debt Securities will be exchangeable for Debt Securities in other denominations of a like aggregate principal amount at the office or agency maintained by the Corporation. Payment of principal and interest, if any, on Debt Securities in certificated non-book-entry form may be made by cheque mailed to the address of the holders entitled thereto.
Subject to the foregoing limitations, Debt Securities of any authorized form or denomination issued under the applicable Debt Indenture may be transferred or exchanged for Debt Securities of any other authorized form or denomination or denominations. Any such transfer or exchange must be for an equivalent aggregate principal amount of Debt Securities of the same series and carry the same rate of interest and same redemption and other provisions as the Debt Securities so transferred or exchanged. Exchanges of Debt Securities of any series may be made at the offices of the applicable Trustee and at such other places as the Corporation may from time to time designate with the approval of the applicable Trustee and may be specified in the applicable Prospectus Supplement. Unless otherwise specified in the applicable Prospectus Supplement, the applicable Trustee will be the registrar and transfer agent for the Debt Securities issued under the applicable Debt Indenture.
DESCRIPTION OF SUBSCRIPTION RECEIPTS
A Subscription Receipt will entitle the holder thereof to receive a Common Share and/or other Securities, for no additional consideration, upon the completion of a particular transaction or event, typically an acquisition of the assets or securities of another entity by the Corporation or one or more of its subsidiaries. The subscription proceeds from an offering of Subscription Receipts will be held in escrow by an escrow agent pending the completion of the transaction or the termination time (the time at which the escrow terminates regardless of whether the transaction or event has occurred). Holders of Subscription Receipts will receive Common Shares and/or other Securities upon the completion of the particular transaction or event or, if the transaction or event does not occur by the termination time, a return of the subscription funds for their Subscription Receipts together with any interest or other income earned thereon. Holders of Subscription Receipts are not shareholders of the Corporation.
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The particular terms and provisions of Subscription Receipts offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Subscription Receipts. This description will include, where applicable:
| (a) | the number of Subscription Receipts; | |
| (b) | the price at which the Subscription Receipts will be offered; | |
| (c) | the designation and terms of the Securities that may be acquired on exchange of the Subscription Receipts; | |
| (d) | the procedures for the exchange of the Subscription Receipts into Common Shares or other Securities; | |
| (e) | the number of Common Shares or other Securities that may be obtained upon exercise of each Subscription Receipt; | |
| (f) | the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Common Share or Security; | |
| (g) | the terms applicable to the holding and release or return of gross proceeds from the sale of the Subscription Receipts plus any interest earned thereon; | |
| (h) | whether the Subscription Receipts will be subject to redemption or call provisions and, if so, the terms of such redemption or call provisions; | |
| (i) | whether the Subscription Receipts will be issued in fully registered or global form; and | |
| (j) | any other material terms and conditions of the Subscription Receipts. |
Subscription Receipts may be offered separately or in combination with one or more other Securities. The Subscription Receipts will be issued under a subscription receipt agreement. A copy of the subscription receipt agreement will be filed by the Corporation with the securities commission or similar regulatory authority in each of the provinces of Canada after it has been entered into by the Corporation and will be available electronically at www.sedarplus.ca.
Pursuant to the subscription receipt agreement, original purchasers of Subscription Receipts will have a contractual right of rescission against the Corporation, following the issuance of the underlying Common Shares or other Securities to such purchasers upon the surrender or deemed surrender of the Subscription Receipts, to receive the amount paid for the Subscription Receipts in the event that this Prospectus and any amendment thereto contains a misrepresentation or is not delivered to such purchaser, provided such remedy for rescission is exercised within 180 days from the closing date of the offering of Subscription Receipts.
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A Warrant will entitle the holder thereof to receive Common Shares, Preferred Shares or Debt Securities. Warrants may be offered separately or together with other Securities and may be attached to or separate from other Securities. The Warrants either will be issued under a warrant indenture or agreement that will be entered into by the Corporation or a trustee at the time of issuance of the Warrants or will be represented by warrant certificates issued by the Corporation. Holders of Warrants are not shareholders of the Corporation. The particular terms and provisions of Warrants offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Warrants. This description will include, where applicable:
| (a) | the title or designation of the Warrants; | |
| (b) | the aggregate number of Warrants offered; | |
| (c) | the currency or currency unit in which the Warrants are offered or denominated; | |
| (d) | the price at which the Warrants will be offered; | |
| (e) | the number of Common Shares and/or other Securities of the Corporation purchasable upon exercise of the Warrants and the procedures for exercise; | |
| (f) | the exercise price of the Warrants; | |
| (g) | the dates or periods during which the Warrants are exercisable and when they expire; | |
| (h) | the designation and terms of any other Securities with which the Warrants will be offered, if any, and the number of Warrants that will be offered with each such security; | |
| (i) | the minimum or maximum amount, if any, of Warrants that may be exercised at any one time; | |
| (j) | whether the Warrants will be subject to redemption or call provisions and, if so, the terms of such redemption or call provisions; | |
| (k) | whether the Warrants will be issued in fully registered or global form; | |
| (l) | the material income tax consequences of owning, holding and disposing of the Warrants; and | |
| (m) | any other material terms and conditions of the Warrants including, without limitation, transferability and adjustment terms and whether the Warrants will be listed on a stock exchange. |
The Corporation reserves the right to include in a Prospectus Supplement specific terms and provisions pertaining to the Warrants in respect of which the Prospectus Supplement is filed that are not within the variables and parameters set forth in this Prospectus. To the extent that any terms or provisions or other information pertaining to the Warrants described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Warrants.
Units may be comprised of one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. A unit agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.
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The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Units. This description will include, where applicable:
| (a) | the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately; | |
| (b) | the number of Units offered and the offering price of the Units; | |
| (c) | the currency or currency unit in which the Units are offered or denominated; | |
| (d) | any provisions for the issuance, payment, settlement, exercise, conversion, transfer or exchange of the Units or of the Securities comprising the Units; | |
| (e) | whether the Units will be issued in fully registered or global form; and | |
| (f) | any other material terms and conditions of the Units. |
The Corporation reserves the right to include in a Prospectus Supplement specific terms and provisions pertaining to the Units in respect of which the Prospectus Supplement is filed that are not within the variables and parameters set forth in this Prospectus, provided that any Units will not be specified derivatives or asset-backed securities.
To the extent that any terms or provisions or other information pertaining to the Units described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Units.
CERTAIN INCOME TAX CONSIDERATIONS
The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences which may be applicable to a purchaser of Securities offered thereunder. The applicable Prospectus Supplement may also describe certain U.S. federal income tax consequences, including relating to the acquisition, ownership and disposition of any of our securities offered thereunder by an initial investor who is a U.S. person (within the meaning of the U.S. Internal Revenue Code of 1986), including, to the extent applicable, such consequences relating to debt securities payable in a currency other than the U.S. dollar, issued at an original issue discount for U.S. federal income tax purposes or containing early redemption provisions or other special items. Investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.
The Securities are subject to certain risks. When evaluating the Corporation and its business, potential holders of the Securities should consider carefully the information set out in this Prospectus and the risks described below and in the documents incorporated by reference in this Prospectus, including those risks identified and discussed under the heading “Risk Factors” in the AIF. The risks described below and in the AIF are not the only ones facing the Corporation. Additional risks not currently known to the Corporation, or that the Corporation currently deems immaterial, may also impair the Corporation’s operations. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below or other unforeseen risks. If any of the risks described below or in the AIF actually occur, the Corporation’s business, financial condition and operating results could be adversely affected. Investors should carefully consider the risks below and in the AIF and the other information elsewhere in this Prospectus and consult with their professional advisors to assess any investment in the Corporation.
| 17 |
Cash Flow and Liquidity Uncertainty and Going Concern Risk
The Corporation is dependent upon its cash flow from operations and equity financing activities to fund its business because it has no line of credit or credit facility currently in place. As of June 30, 2025, the Corporation had cash on hand of approximately US$7.8 million and a working capital surplus of approximately US$3.8 million. This positive working capital resulted from the completion by the Corporation in February 2025 of a listed issuer financing and concurrent private placement resulting in net proceeds of approximately $11.9 million. The Corporation’s ability to continue as a going concern reflects certain assumptions of management, including, among other things, growth estimates in respect of the Corporation’s revenues based on the Corporation’s ability to successfully secure sales with upfront payments, and 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 Corporation generates negative operating cash flows in future periods, the Corporation may need to obtain alternative sources of funding, including using net proceeds from offerings made under this Prospectus or other offerings of securities, to supplement working capital. 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 Corporation may have to substantially reduce or otherwise eliminate certain expenditures, which could have a material adverse effect on the Corporation’s operations and financial condition. There can be no assurance that the Corporation will be able to raise additional capital if its capital resources are depleted or exhausted. These factors in aggregate indicate material uncertainties that may cast significant doubt as to the Corporation’s ability to continue as a going concern.
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. In many cases, the terms of these contracts provide for cancellation at the option of the government or agency at any time. The current state of the public finances in many of the countries the Corporation 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.
Foreign Operations
A significant portion of Intermap’s revenue is expected to come from customers outside of the United States and Canada 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.
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.
Changes in cross-border tariffs between the United States and Canada could have an impact on our operations, costs, and competitiveness. Intermap’s data collection operations rely on cross-border collaboration, engineering services, and specialized equipment sourced from both countries. Increased tariffs on hardware, software, or services essential to our operations may raise costs, disrupt supply chains, or delay project timelines.
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 Corporation 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.
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Positive Return on Securities Is not Guaranteed
There is no guarantee that the Securities will earn any positive return in the short term or long term. A holding of Securities is speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. A holding of Securities is appropriate only for holders who have the capacity to absorb a loss of some or all of their holdings.
No Public Market
Prior to an offering, there will be no public market for the Preferred Shares, Debt Securities, Subscription Receipts, Warrants or Units and the Corporation may not apply for a listing of such Securities on any securities exchange. As a result, purchasers may not be able to resell such Securities. If such Securities are traded after their initial issue, they may trade at a discount from their initial offering prices depending on prevailing interest rates, the market for similar securities and other factors, including general economic conditions and our financial condition. The absence of a public market for such Securities may affect the pricing of such Securities in the secondary market, if any such market develops, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. There can be no assurance as to the liquidity of any trading market of such Securities or that a trading market for such Securities will develop.
Discretion in the Use of Proceeds
The Corporation intends to allocate the net proceeds it will receive from an offering as described under “Use of Proceeds” in this Prospectus and the applicable Prospectus Supplement. There may be circumstances where, based on results obtained or for other sound business reasons, a reallocation of funds may be deemed prudent or necessary. Accordingly, the Corporation will have broad discretion in the actual application of the net proceeds, and may elect to allocate proceeds differently from that described in such Prospectus Supplement if it believes it would be in its best interests to do so as circumstances change. Investors may not agree with how the Corporation allocates or spends the proceeds from an offering of Securities under this Prospectus. The failure by the Corporation to apply these funds effectively could have a material adverse effect on the Corporation’s business, financial condition, cash flows, results of operations or prospects.
Availability of Capital
Cash generated from operations may not be sufficient to satisfy current liquidity requirements. As such, the Corporation will require additional capital. The extent of the Corporation’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 Corporation.
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 Corporation’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 Corporation’s results to vary significantly between fiscal years and between quarters in the same fiscal year.
Dilution
The Corporation may issue additional securities, which may dilute existing securityholders, including purchasers of the Securities hereunder. The Corporation may also issue debt securities that have priority over holders of other Securities with respect to payment in the event of an insolvency or winding-up of the Corporation. Securityholders will have no pre-emptive rights in connection with any such further issuances. The Corporation’s board of directors has the discretion to determine the price and terms of any Debt Securities and the price and terms for any issuances of Common Shares, Preferred Shares, Subscription Receipts, Warrants and Units.
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Key Customers
During 2024, the Corporation had one key customer that accounted for 60% of total revenue. In 2023, 28% 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.
Environment and social-related regulatory activity
Changes in environmental regulation could have an adverse effect on the Corporation’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 Corporation. 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 Corporation’s annual worldwide gross revenues.
Artificial Intelligence
The emergence of new, disruptive companies leveraging AI can pose a threat to Intermap in the market. These newcomers, unencumbered by legacy systems or traditional business models, have the potential to swiftly gain market share and redefine industry dynamics. The unpredictable nature of AI development and its impacts on the market further contribute to uncertainties, making it challenging to anticipate and navigate potential disruptions.
The audited consolidated financial statements for the years ended December 31, 2024 and December 31, 2023, together with the notes thereto, incorporated by reference into this Prospectus, have been audited by KPMG LLP, Chartered Professional Accountants, as indicated in their report dated March 31, 2025 also incorporated by reference in this Prospectus. KPMG LLP have confirmed with respect to the Corporation that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations, and that they are independent accountants with respect to the Corporation under all relevant US professional and regulatory standards.
ENFORCEABILITY OF CIVIL LIABILITIES
We are a company formed under the Alberta Business Corporations Act. Certain of our directors and officers, and some or all of the experts named in this prospectus, are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets may be, and a portion of the Corporation’s assets are, located outside the United States. We have appointed an agent for service of process in the United States (as set forth below), but it may be difficult for holders of Securities who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of Securities who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws.
Concurrently with the filing of our Registration Statement on Form F-10, of which this prospectus is a part, we filed with the SEC an appointment of agent for service of process on Form F-X. Under the Form F-X, we appointed Intermap Technologies Inc., 385 Inverness Parkway, Suite 105, Englewood, Colorado, USA 80112, as our agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving us in a U.S. court arising out of or related to or concerning the offering of the Securities under this prospectus.
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Unless otherwise specified in the Prospectus Supplement relating to an offering of Securities, certain legal matters relating to the offering of such Securities will be passed upon on behalf of the Corporation by Norton Rose Fulbright Canada LLP with respect to Canadian legal matters and by Norton Rose Fulbright US LLP with respect to U.S. legal matters. If any underwriters, dealers or agents named in a Prospectus Supplement retain their own counsel to pass upon legal matters relating to the Common Shares or the Securities, respectively, their counsel will be named in the Prospectus Supplement.
AUDITOR, TRANSFER AGENT AND REGISTRAR
The auditors of the Corporation are MNP LLP, Chartered Professional Accountants, Toronto, Ontario. MNP LLP was appointed by the shareholders at the Annual General Meeting held on June 26, 2025 and has confirmed that it is independent in accordance with the rules of professional conduct of the Chartered Professional Accountants of Ontario and within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States). The transfer agent and registrar for the Common Shares is Odyssey Trust Company at its principal offices in Calgary, Alberta.
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION
Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may only be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment, irrespective of the determination at a later date of the purchase price of the securities distributed. In several of the provinces, securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province.
In an offering of convertible, exchangeable or exercisable securities, prospective purchasers are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus or any prospectus supplement is limited, in certain provincial securities legislation, to the price at which the convertible, exchangeable or exercisable securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon the conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. Prospective purchasers should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.
CONTRACTUAL RIGHTS OF RESCISSION
If this Prospectus (as amended or supplemented by any Supplemental Prospectus) contains a misrepresentation, original purchasers of convertible, exchangeable or exercisable securities in Canada will have a contractual right of rescission against the Corporation (the “Contractual Right”). The Contractual Right will entitle such original purchasers to receive the amount paid upon conversion, exchange or exercise of the security, or the amount paid for the convertible, exchangeable or exercisable security if no amount was paid upon conversion, exercise or exchange, upon surrender of the underlying securities gained thereby, provided that both the conversion, exchange or exercise occurs, and the Contractual Right is exercised, within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus. The Contractual Right does not apply to Warrants that may be reasonably regarded as incidental to an offering. This Contractual Right will be consistent with the statutory right of rescission described under section 203 of the Securities Act (Alberta), and is in addition to any other right or remedy available to original purchasers under section 203 of the Securities Act (Alberta) or otherwise at law.
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CERTIFICATE OF THE CORPORATION
Dated: September 15, 2025
This short form base shelf prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces of Canada other than Quebec.
INTERMAP TECHNOLOGIES CORPORATION
“Patrick A. Blott” |
“Jennifer S. Bakken” | |
| Patrick A. Blott | Jennifer S. Bakken | |
| Chief Executive Officer | Chief Financial Officer | |
| ON BEHALF OF THE BOARD OF DIRECTORS | ||
| “Philippe Frappier” | “Jordan Tongalson” | |
| Philippe Frappier | Jordan Tongalson | |
| Director | Director | |
(Signature page to Short Form Base Shelf Prospectus)
| C-1 |
Exhibit 99.7
Execution Copy
UNDERWRITING AGREEMENT
September 24, 2025
Intermap Technologies Corporation
840 6th Ave S.W., Suite 200
Calgary, Alberta T2P 3E5
Attention: Patrick Blott, Chairman & Chief Executive Officer
Dear Sir:
Stifel Nicolaus Canada Inc., as lead underwriter and sole bookrunner (the “Lead Underwriter”), together with Canaccord Genuity Corp. and Beacon Securities Limited (collectively, with the Lead Underwriter, the “Underwriters”) hereby severally, and not jointly, nor jointly and severally, in their respective percentages set out in Section 16 below, agree to purchase for sale on a “bought deal” underwritten basis, and Intermap Technologies Corporation (the “Company” or “Intermap”) hereby agrees to issue and sell to the Underwriters, 8,334,000 Class A common shares of the Company (the “Common Shares” and the Common Shares being offered hereunder, the “Offered Shares”), at the purchase price of $3.00 per Offered Share (the “Offering Price”) for aggregate gross proceeds to the Company of $25,002,000 (the “Offering”).
In addition, the Company has granted to the Underwriters an option (the “Over-Allotment Option”) to purchase, on the basis set forth below, in whole or in part and from time to time, up to 1,250,100 additional Offered Shares (the “Additional Offered Shares”) at a purchase price per Additional Offered Share equal to the Offering Price, to cover over-allotments, if any, and for market stabilization purposes. If the Underwriters elect to exercise all or any portion of the Over-Allotment Option from time to time, the Underwriters shall provide written notice to the Company not later than the two Business Days (as defined herein) prior to the Over- Allotment Closing Date (as defined herein) specifying the aggregate number of Additional Offered Shares to be purchased by the Underwriters and the date on which such Additional Offered Shares are to be purchased (an “Over-Allotment Closing Date”) and the Company shall be obligated to issue and sell such number of Additional Offered Shares on such Over- Allotment Closing Date. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than 30 days following the Closing Date.
Unless the context otherwise requires or unless otherwise specifically stated, all references in this Agreement to the “Offering” shall be deemed to include the Over-Allotment Option and all references in this Agreement to “Offered Shares” shall be deemed to include the Additional Offered Shares issuable upon exercise of the Over-Allotment Option.
The Company has advised that: (i) it has filed all materials required to be filed under the Applicable Securities Laws (as hereinafter defined) of each of the provinces of Canada (other than Québec) (the “Qualifying Jurisdictions”); (ii) it has filed the Base Shelf Prospectus (as hereinafter defined) in each of the Qualifying Jurisdictions, and the ASC (as hereinafter defined), as principal regulator, has issued a decision document in respect of the Base Shelf Prospectus under NP 11-202 (as hereinafter defined) on behalf of itself and the other Securities Commissions (as hereinafter defined); and (iii) it is qualified to and will prepare and file, as promptly as possible, and in any event not later than 10:00 p.m. (Calgary time) on the date hereof the Prospectus Supplement (as hereinafter defined) in the Qualifying Jurisdictions, as a supplement to the Base Shelf Prospectus in accordance with the requirements of NI 44-101 and NI 44-102.
The Offered Shares may also be offered and sold in the United States (as hereinafter defined) to Qualified Institutional Buyers (as defined herein) in transactions in accordance with Schedule “A” attached hereto (which schedule is incorporated into and forms part of this Agreement). Subject to applicable law, including all Applicable Securities Laws, and the terms of this Agreement, the Offered Shares may also be distributed in other jurisdictions outside Canada and the United States, provided that they are lawfully offered and sold pursuant to an exemption from the prospectus, registration and/or similar requirements of any such jurisdictions, including continuous disclosure obligations.
The Underwriters shall have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the Offering and the Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, except as otherwise provided herein. The Underwriters shall ensure that any Selling Firm shall agree with the Underwriters, for the benefit of the Underwriters and the Company, to comply with all applicable laws and to provide the representations and warranties given by the Underwriters and to comply with the covenants and obligations given by the Underwriters herein.
Subject to Section 11, in consideration of the Underwriters’ services to be rendered in connection with the Offering, the Company shall pay to the Underwriters the Underwriters’ Commission (as defined herein) and issue to the Underwriters the Broker Warrants (as defined herein).
The following are the terms and conditions of the agreement between the Company and the Underwriters:
TERMS AND CONDITIONS
| 1. | Definitions and Interpretation |
| (1) | In this Agreement: |
“Act” means the Business Corporations Act (Alberta);
“Additional Offered Shares” has the meaning ascribed thereto on the first page of this Agreement;
“affiliate”, “associate”, “material fact”, “material change”, and “misrepresentation” shall have the respective meanings ascribed thereto in the Securities Act (Alberta);
“Affiliates” means the respective affiliates of the Underwriters;
“Agreement” means this underwriting agreement and not any particular article or section or other portion except as may be specified and words such as “hereof”, “hereto”, “herein” and “hereby” refer to this Agreement as the context requires;
“Anti-Money Laundering Laws” has the meaning ascribed thereto in Section 7(1)(xx); “Applicable Securities Laws” means Canadian Securities Laws and U.S. Securities Laws; “ASC” means the Alberta Securities Commission, as principal regulator of the Company;
“Base Shelf Prospectus” means the final short form base shelf prospectus of the Company dated September 15, 2025, including all of the Documents Incorporated by Reference;
“Broker Warrant Certificates” means the certificates representing the Broker Warrants and containing the terms thereof;
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“Broker Warrant Shares” means the Common Shares issuable upon exercise of the Broker Warrants;
“Broker Warrants” means the broker warrants of the Company to be issued to the Underwriters at the Closing Time, which shall entitle the Underwriters to subscribe for that number of Common Shares as is equal to 6.0% of the total number of Offered Shares sold pursuant to the Offering at an exercise price of US$2.1758 per Broker Warrant Share for a period of 24 months following the Closing Date;
“Business Day” means any day other than a Saturday, Sunday or statutory or civic holiday in Toronto, Ontario or Calgary, Alberta;
“Canadian Securities Laws” means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws, together with applicable published instruments, notices and orders of the securities regulatory authorities in the Qualifying Jurisdictions;
“Closing” means the completion of the issue and sale of the Offered Shares;
“Closing Date” means September 29, 2025, or such other date as may be agreed to by the Company and the Lead Underwriter, on behalf of the Underwriters, each acting reasonably;
“Closing Time” means 6:00 a.m. (Calgary time) on the Closing Date or the Over-Allotment Closing Date, as applicable, or such other time on the Closing Date or Over-Allotment Closing Date as the Company and the Lead Underwriter, on behalf of the Underwriters, may determine;
“Common Shares” means the Class “A” common shares in the capital of the Company;
“Company’s Auditor” means MNP LLP, chartered accountants, or such firm of chartered accountants as the Company may from time to time appoint as auditor of the Company;
“Debt Instrument” means any note, loan, bond, debenture, indenture, promissory note, credit facility, or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability, and any amendments thereto, to which the Company or its Subsidiaries are a party or to which their property or assets are otherwise bound;
“distribution” means distribution or distribution to the public, as the case may be, for the purposes of the Canadian Securities Laws;
“Documents Incorporated by Reference” means, in respect of any of the Offering Documents, the documents specified as being incorporated therein by reference or which are deemed to be incorporated therein by reference pursuant to Canadian Securities Laws;
“Engagement Letter” means, the engagement letter dated as of September 22, 2025, between the Company and the Lead Underwriter;
“Environmental Laws” means any federal, state, provincial, territorial or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials or Conditions;
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“Financial Statements” means the financial statements of the Company included in the Documents Incorporated by Reference, including the notes to such statements and the related auditor’s report on such statements, prepared in accordance with IFRS as in force at the applicable time;
“Former Auditor” means KPMG LLP, chartered professional accountants;
“Governmental Authority” means and includes, without limitation, any national, federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, and any governmental department, commission, board, bureau, agency or instrumentality, including the Securities Commissions and the TSX;
“Governmental Licenses” has the meaning ascribed thereto in Section 7(1)(nn);
“Hazardous Materials or Conditions” means any material, substance (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws;
“IFRS” means International Financial Reporting Standards which are issued by the international Accounting Standards Board, as adopted in Canada;
“including” means including without limitation;
“Indemnitor” has the meaning ascribed thereto in Section 14;
“Intellectual Property” shall mean all of the following which is owned by, issued to or licensed to the Company and/or any Subsidiary, or other rights of the Company and/or any Subsidiary to use the following: (i) rights in any patents, patent applications, patent rights, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice) anywhere in the world and any re-issue, continuation, continuation-in-part, revision, extension or re-examination thereof; (ii) trademarks, service marks, trade-names, business names, certification marks, logos, slogans, Internet domain names, distinguishing marks and guises, rights protecting goodwill and reputation and corporate names together with all the goodwill associated therewith, including, without limitation, the use of the current corporate name and any registrations and applications therefor, anywhere in the world, whether or not registered or registrable; (iii) copyrights (including performance rights) to any original works of art or authorship (including, without limitation, web sites, source code and graphics) which are fixed in any medium of expression, including copyright registrations and applications therefor, anywhere in the world, whether or not registered or registrable; (iv) all registrations, applications, and renewals for any of the foregoing, whether registrable or unregistrable; (v) trade secrets, know how (including unpatented and/or unpatentable proprietary information, systems or procedures), show-how, proprietary knowledge and other confidential information; (vi) any and all industrial design rights, industrial designs, design patents, industrial design or design patent registrations and applications therefor, anywhere in the world, whether or not registered or registrable; (vii) information technologies, whether registrable or unregistrable; (viii) all copies and tangible embodiments of the foregoing; and (ix) any license rights or other rights of use of any of the foregoing;
| - 4 - |
“Lien” means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, or any other arrangement or condition which, in substance, secures payment or performance of an obligation;
“marketing materials”, “standard term sheet” and “template version” shall have their respective meanings ascribed thereto in NI 41-101;
“Material Adverse Effect” means any event, change, fact, or state of being which would reasonably be expected to have a material and adverse effect on the business, affairs, capital, results of operation, properties, assets, liabilities (absolute, accrued, contingent or otherwise) or condition (financial or otherwise) of the Company and the Subsidiaries considered on a consolidated basis;
“Material Agreement” means any Debt Instrument, contract, commitment, agreement (written or oral), instrument, lease, licence, or other document (written or oral), to which the Company or the Subsidiaries are a party and which is material to the Company and the Subsidiaries on a consolidated basis;
“Material Subsidiaries” means, collectively, Intermap Technologies, Inc., and Intermap Insurance Solutions Inc.;
“NI 41-101” means National Instrument 41-101 – General Prospectus Requirements;
“NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions;
“NI 44-102” means National Instrument 44-102 – Shelf Distributions;
“NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings;
“NP 11-202” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;
“OFAC” has the meaning ascribed thereto in Section 7(1)(aaa);
“Offering” has the meaning ascribed thereto on the first page of this Agreement;
“Offering Documents” means, collectively, the Base Shelf Prospectus, the Prospectus Supplement, any Prospectus Amendment, any Supplementary Material, the U.S. Placement Memorandum and any U.S. Supplementary Material;
“Over-Allotment Closing Date” has the meaning ascribed thereto on the first page of of this Agreement;
“Over-Allotment Option” has the meaning ascribed thereto on the first page of this Agreement;
“Passport System” means the system and procedures for prospectus filing and review under Multilateral Instrument 11-102 – Passport System adopted by the Securities Commissions (other than the Ontario Securities Commission) and NP 11-202;
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“Permit” means any regulatory approval, licence, permit, approval, consent, certificate, registration, filing or other authorization of or issued by any governmental entity under applicable laws, including Environmental Laws;
“person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, joint venture association, trust, body corporate, Governmental Authority or other legal entity;
“Personally Identifiable Information” means any information that alone or in combination with other information held by the Company or the Subsidiaries can be used to specifically identify a natural person including but not limited to a natural person’s name, street address, telephone number, e-mail address, photograph, social insurance number, driver’s license number, passport number, credit or debit card number or customer or financial account number or any similar information that is treated as “Personally Identifiable Information” under any applicable laws;
“Personnel” has the meaning ascribed thereto in Section 14(1) of this Agreement;
“Prospectus” means, collectively, the Base Shelf Prospectus, as supplemented by the Prospectus Supplement, and any Prospectus Amendment, in each case including all of the Documents Incorporated by Reference;
“Prospectus Amendment” means any amendment to the Base Shelf Prospectus or the Prospectus Supplement, required to be prepared and filed by the Company pursuant to Canadian Securities Laws;
“Prospectus Supplement” means the prospectus supplement to be dated September 24, 2025, to the Base Shelf Prospectus;
“Public Record” means collectively, all of the documents which have been filed on SEDAR+ since January 1, 2022, by or on behalf of the Company with the Securities Commissions pursuant to the requirements of Applicable Securities Laws;
“Purchasers” means, collectively, each of the purchasers of the Offered Shares arranged by the Underwriters pursuant to the Offering, including, if applicable, the Underwriters;
“Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A;
“Qualifying Jurisdictions” has the meaning ascribed thereto on the first page of this Agreement;
“Rule 144A” means Rule 144A under the U.S. Securities Act;
“SEC” means the United States Securities and Exchange Commission;
“Securities Commissions” means the applicable securities commission or similar regulatory authority in each of the Qualifying Jurisdictions;
“SEDAR+” means the System for Electronic Data Analysis and Retrieval+ of the Canadian Securities Administrators;
“Selling Firm” has the meaning ascribed thereto on the second page of this Agreement;
“Standard Listing Conditions” has the meaning ascribed thereto in Section 8(1)(d);
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“Subsidiaries” means, collectively, the Material Subsidiaries and each of the Company’s other direct or indirect subsidiaries, including, Intermap Federal Services, Inc. (Virginia), Intermap Technologies s.r.o. (Czech Republic), P.T., ExsaMap Asia (Indonesia) and Intermap Technologies Pty. Ltd. (Australia);
“subsidiary” means a subsidiary for purposes of the Securities Act (Alberta);
“Supplementary Material” means, collectively, any Prospectus Amendment, any amendment to any of the other Offering Documents or any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Company under Applicable Securities Laws relating to the distribution of the Offered Shares;
“Survival Limitation Date” means the later of: (i) the second anniversary of the Closing Date; and the latest date under Canadian Securities Laws relevant to a purchaser of any Offered Shares (non- residents of Canada being deemed to be resident in the Province of Alberta for such purposes) that a purchaser of Offered Shares may be entitled to commence an action or exercise a right of rescission, with respect to a misrepresentation contained in the Prospectus or, if applicable, any Supplementary Material;
“Transaction Documents” means this Agreement and the Broker Warrant Certificates;
“Transfer Agent” means Odyssey Trust Company, in its capacity as transfer agent and registrar in respect of the Common Shares at its principal office in Calgary, Alberta;
“TSX” means the Toronto Stock Exchange;
“Underwriters” has the meaning ascribed thereto on the first page of this Agreement;
“Underwriters’ Commission” has the meaning ascribed thereto in Section 11;
“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;
“U.S. Affiliate” of any Underwriter or Selling Firm means the United States registered broker- dealer affiliate of such Underwriter or Selling Firm, and in the case of a Selling Firm that is a United States registered broker-dealer, may include the Selling Firm itself;
“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended; “U.S. Person” has the meaning ascribed thereto in Schedule “A” hereto;
“U.S. Placement Memorandum” means the U.S. private placement memorandum, in a form satisfactory to the Underwriters and the Company, each acting reasonably, including the Prospectus, to be delivered to each offeree and U.S. Purchaser of the Offered Shares in accordance with Schedule “A” hereto;
“U.S. Purchaser” means a person (including any beneficial purchaser) who is (a) a U.S. Person, (b) a person who receives or received an offer to acquire such Offered Shares while in the United States, (c) located in the United States, and/or (d) a person who was in the United States at the time such person’s buy order was made or the agreement pursuant to which such Offered Shares were acquired was executed or delivered;
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“U.S. Securities Act” means the United States Securities Act of 1933, as amended;
“U.S. Securities Laws” means all applicable securities legislation in the United States, including the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable U.S. state securities laws;
“U.S. Supplementary Material” means any Supplementary Material required, in the opinion of legal counsel to the Underwriters, to be delivered to Purchasers or prospective purchasers in the United States with any supplemental, or supplement to the, U.S. Placement Memorandum as may be so required;
| (2) | Headings, etc. The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement. |
| (3) | Currency. Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency. All references to “US$” refer to the lawful currency of the United States. |
| (4) | Capitalized Terms. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus Supplement. |
| (5) | Knowledge. Where any representation or warranty contained in this Agreement or any ancillary document hereto is expressly qualified by reference to the “knowledge” of the Company, or where any other reference is made herein or in to the “knowledge” of the Company, it shall be deemed to refer to the actual knowledge of Patrick Blott, after having made reasonable enquiry. |
| (6) | Schedules. The following Schedules are attached to this Agreement and are deemed to be part of and incorporated in this Agreement: |
| Schedule | Title |
| Schedule “A” |
United States Offers and Sales |
| Schedule “B” | Form of Lock Up Agreement |
| 2. | Prospectus Covenants |
| (1) | As soon as practicable after the execution of this Agreement, the Company will prepare and file the Prospectus Supplement, including copies of any documents or information incorporated by reference therein, with the Securities Commissions, and in any event no later than 10:00 p.m. (Calgary time) on September 24, 2025, and will have taken all other steps and proceedings that may be necessary, prior to or at the time of filing the Prospectus Supplement, in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares under the Canadian Securities Laws and who comply with the Canadian Securities Laws. |
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| (2) | Until the earlier of the date on which: (i) the distribution of the Offered Shares is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Section 12, the Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Shares, or, in the event that the Offered Shares have, for any reason, ceased so to qualify, to so qualify again the Offered Shares for distribution in the Qualifying Jurisdictions. |
| (3) | The Company, and the Underwriters, severally, and not jointly, or jointly and severally, covenant and agree: |
| (a) | during the distribution of the Offered Shares, the Company and the Underwriters shall approve in writing, prior to such time marketing materials are provided to potential investors, any marketing materials reasonably requested to be provided by the Underwriters to any potential purchaser of Offered Shares, such marketing materials to comply with Canadian Securities Laws. The Company shall file a template version of such marketing materials with the Securities Commissions on SEDAR+ as soon as reasonably practicable after such marketing materials are so approved in writing by the Company and the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential purchaser of Offered Shares, and such filing shall constitute the Underwriters’ authority to use such marketing materials in connection with the Offering. The Company and the Underwriters may agree that any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Company; |
| (b) | not to provide any potential purchaser of Offered Shares with any marketing materials unless a template version of such marketing materials has been filed by the Company with the Securities Commissions on or before the day such marketing materials are first provided to any potential purchaser of Offered Shares; |
| (c) | not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Company other than: (i) such marketing materials that have been approved and filed in accordance with Section 2(3)(a); (ii) the Offering Documents; and (iii) any standard term sheets approved in writing by the Company and the Underwriters; and |
| (d) | that any marketing materials approved and filed in accordance with Section 2(3)(a), and any standard term sheets approved in writing by the Company and the Underwriters, shall only be provided to potential investors in accordance with Applicable Securities Laws. |
| 3. | Delivery of Offering Documents |
| (1) | Unless otherwise requested by the Lead Underwriter, on behalf of the Underwriters, delivery of the Offered Documents will be satisfied in accordance with the “access equals delivery” provisions contained in Part 6A of NI 44-102 and the Underwriters and the Company shall satisfy any request for electronic or paper copies of the Offering Documents in accordance with the requirements of NI 44-102, without charge. |
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| (2) | The delivery of the Offering Documents to the Underwriters by the Company in accordance with this Agreement will constitute the representation and warranty of the Company to the Underwriters that (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents), at the respective date of such document: |
| (a) | the information and statements contained in each of the Offering Documents (including, for greater certainty, the Documents Incorporated by Reference therein): (i) are true and correct and contain no misrepresentation; and (ii) constitute full, true and plain disclosure of all material facts relating to the Offered Shares and the Company, provided that such representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters specifically for inclusion therein; |
| (b) | no material fact has been omitted from any of the Offering Documents that is required to be stated in such document or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; |
| (c) | each of the Prospectus and the Supplementary Material complies in all material respects with Canadian Securities Laws; and |
| (d) | each of the U.S. Placement Memorandum and any U.S. Supplementary Material complies in all material respects with U.S. Securities Laws. |
| (3) | The Company will also deliver, or cause to be delivered, to the Underwriters, prior to the filing of the Prospectus Supplement, as applicable, unless otherwise indicated: |
| (a) | a copy of the Prospectus Supplement in the form required by Canadian Securities Laws; |
| (b) | a copy of any other document filed with, or delivered to, the Securities Commissions by the Company under Canadian Securities Laws in connection with the Offering, including, any Supplementary Material and any Document Incorporated by Reference in the Prospectus not previously filed on SEDAR+; |
| (c) | a copy of the U.S. Placement Memorandum and any U.S. Supplementary Material; |
| (d) | a copy of all correspondence with the TSX indicating that the application for the listing and posting for trading on the TSX of the Offered Shares and Broker Warrant Shares issuable in connection with the Offering has been submitted to the TSX; and |
| (e) | a “long-form” comfort letter dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the Company, from each of the Company’s Auditor and Former Auditor, and based on a review completed not more than two Business Days prior to the date of the letter, with respect to financial and accounting information relating to the Company included and incorporated by reference in the Prospectus, which letter shall be in addition to the report of the Former Auditor contained in the Prospectus and any auditor comfort letter addressed to the Securities Commissions and filed with or delivered to the Securities Commissions under Canadian Securities Laws. |
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| (4) | Comfort letters and other documents substantially similar to those referred to in this Section 3 will be delivered to the Underwriters and the Company, and their respective counsel, as applicable, with respect to any Supplementary Material, contemporaneously with, or prior to the filing of, such Supplementary Material. |
| 4. | Notifications of Material Changes During the Distribution of the Offered Shares |
| (1) | The Company will promptly notify the Underwriters from the date hereof and until the completion of the distribution of the Offered Shares of the full particulars of: |
| (a) | any material change (actual, anticipated, threatened, contemplated, or proposed by, to, or against) in the condition (financial or otherwise), assets, liabilities (contingent or otherwise), business, affairs, operations, properties, capital or prospects of the Company and its Subsidiaries on a consolidated basis; |
| (b) | any material fact that has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that fact arisen or been discovered on, or prior to, the date of the Offering Documents, as the case may be; |
| (c) | any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents, or the existence of any new material fact, in each case which is of a nature as to render any of the Offering Documents misleading or untrue in any material respect or would result in a misrepresentation therein; |
| (d) | any material breach of any covenant of this Agreement or any Offering Documents by the Company, or upon it becoming aware that any representation or warranty of the Company contained in this Agreement or any Offering Document is or has become untrue or inaccurate in any material respect; |
| (e) | any request by any Securities Commission to amend or supplement the Prospectus or for additional information; |
| (f) | the suspension of the qualification of the Offered Shares for sale, grant or issuance in any Qualifying Jurisdiction, or of any order suspending or preventing the use of the Offering Documents or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose; |
| (g) | the receipt by the Company of any material communication, whether written or oral, from any Securities Commissions, the TSX or any other competent authority, relating to the Prospectus or the distribution of the Offered Shares; |
| (h) | any notice or other correspondence received by the Company from any Governmental Authority requesting information, a meeting or a hearing relating to the Company, the Offering, or the issue and sale of the Offered Shares; |
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| (i) | the issuance by any Securities Commission or the TSX of any order having the effect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Company, or of the institution or, to the knowledge of the Company, threatening of any proceeding for any such purpose and the Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Shares or the trading in the Common Shares and, if any such order is issued, to obtain the lifting thereof at the earliest possible time; |
and the Company shall promptly, and in any event within any applicable time limitation, comply with all applicable filings and other requirements under Applicable Securities Laws as a result of such fact or change, including, for greater certainty, filing any Supplementary Material which may be necessary under Applicable Securities Laws to qualify the Offered Shares for distribution in the Qualifying Jurisdictions; provided that the Company shall not file any Supplementary Material or other document without first providing the Underwriters with a copy of such Supplementary Material or other document and consulting with the Underwriters and their counsel with respect to the form and content thereof.
| (2) | In addition to the provisions of Section 4(1), the Company will, in good faith, discuss with the Underwriters any change, event, development or fact, contemplated, anticipated, threatened, or proposed in Section 4(1) that is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under Section 4 and will consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission until the Underwriters and their legal counsel have been given a reasonable opportunity to review and comment on, and approve, if required under Applicable Securities Laws, such material. |
| 5. | Due Diligence |
Prior to the Closing Time and, if applicable, prior to the filing of any Supplementary Material, the Underwriters and their legal counsel will be provided with timely access to all information reasonably required to permit them to conduct a full due diligence investigation of the Company and the Subsidiaries and their business operations, properties, assets, affairs and financial condition. In particular, the Underwriters shall be permitted to conduct all due diligence that they may reasonably require in order to fulfil their obligations under Applicable Securities Laws and, in that regard, the Company will make available to the Underwriters and their legal counsel, on a timely basis, all corporate and operating records, material contracts, Intellectual Property, financial information, budgets, key officers, and other relevant information necessary in order to complete the due diligence investigation of the Company and the Subsidiaries and their business, properties, assets, affairs and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Underwriters may conduct, to participate and cause their counsel, the Company’s Auditor and the Former Auditor to participate in one or more due diligence sessions to be held prior to the filing of the Prospectus Supplement and the Closing Time. It shall be a condition precedent to the Underwriters’ execution of any certificate in any Offering Document that the Underwriters be satisfied, acting reasonably, as to the form and content of the document. The Underwriters shall not unreasonably withhold or delay the execution of any such Offering Document required to be executed by the Underwriters and filed in compliance with Applicable Securities Laws for the purpose of the Offering.
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| 6. | Conditions of Closing |
The Underwriters’ obligations under this Agreement are conditional upon and subject to:
| (1) | Legal Opinions. The Underwriters receiving at the Closing Time favourable legal opinions addressed to the Underwriters from Norton Rose Fulbright Canada LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company, auditors and public and stock exchange officials and other documentation standard for legal opinions in transactions of a similar nature, and that the opinion of counsel may be subject to the usual qualifications as to enforceability, equitable remedies, creditors’ rights laws and public policy considerations, in form and substance acceptable to the Underwriters, acting reasonably, with respect to the following matters: |
| (a) | the Company being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions in which Offered Shares have been issued and sold and is not included in a list of defaulting reporting issuers maintained pursuant to Canadian Securities Laws in such Qualifying Jurisdictions; |
| (b) | the Company being a corporation existing under the Act and having all requisite corporate power and capacity to carry on business, to own, lease and operate properties and assets and to execute, enter into and deliver this Agreement and to perform its obligations hereunder, including to offer, issue, sell and deliver the Offered Shares, to grant the Over-Allotment Option and to offer, issue, sell and deliver the Additional Offered Shares, to grant and issue the Broker Warrants, and to issue and deliver the Broker Warrant Shares upon due exercise of the Broker Warrants; |
| (c) | the authorized and issued and outstanding share capital of the Company; |
| (d) | all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of the Transaction Documents and the performance of its obligations hereunder and thereunder, including the consummation of the Offering, the issue, sale and delivery of the Offered Shares, the grant of the Over- Allotment Option, the creation, issuance and grant of the Broker Warrants, and the issue and delivery of the Broker Warrant Shares upon exercise of the Broker Warrants having been duly authorized, executed and delivered on behalf of the Company, and constituting a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms; |
| (e) | all necessary corporate action having been taken by the Company to authorize the execution and delivery of the Prospectus Supplement and any Supplementary Material and the filing thereof with the Securities Commissions; |
| (f) | the execution and delivery of the Transaction Documents by the Company and the performance by the Company of its obligations hereunder or thereunder (including the issuance, sale and delivery of the Offered Shares and the issuance of the Broker Warrants to the Underwriters, as applicable) do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both: (i) the provisions of any Applicable Securities Laws; (ii) the constating documents of the Company; or (iii) any resolutions of the shareholders or directors (or committees of directors); |
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| (g) | the Over-Allotment Option has been duly and validly authorized and granted by the Company; |
| (h) | the Additional Offered Shares issuable upon the exercise of the Over- Allotment Option have been duly and validly allotted and reserved for issuance by the Company and, upon the exercise of the Over-Allotment Option including receipt by the Company of payment in full therefor, such Additional Offered Shares will be duly and validly issued and outstanding as fully-paid and non-assessable Common Shares; |
| (i) | the Offered Shares having been duly and validly authorized for issuance and sale, and at the Closing Time, upon payment of the purchase price therefor, the Offered Shares will be validly issued as fully paid and non-assessable Common Shares; |
| (j) | the Broker Warrants having been duly and validly created, authorized and issued; |
| (k) | the Broker Warrant Shares having been duly and validly authorized for issuance, and, upon the exercise of the Broker Warrants in accordance with the terms of the Broker Warrant Certificates, including the payment of the exercise price in full therefor, the Broker Warrant Shares will be validly issued as fully paid and non- assessable Common Shares; |
| (l) | the forms and terms of the certificates representing the Broker Warrants have been approved by the directors of the Company and comply in all material respects with the Act, the constating documents of the Company and the rules of the TSX; |
| (m) | all necessary documents having been filed, all requisite proceedings have been taken and all approvals, permits, authorizations and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions having been obtained by the Company to (i) qualify the distribution of the Offered Shares in each of the Qualifying Jurisdictions by or through persons duly registered under the Canadian Securities Laws of such provinces who have complied with the relevant provisions of such Canadian Securities Laws, (ii) qualify the distribution of the Broker Warrants to the Underwriters, and (iii) grant the Over- Allotment Option to the Underwriters; |
| (n) | the issue and delivery of the Broker Warrant Shares upon the due exercise of the Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates, is exempt from or not subject to the “prospectus requirements” (as such term is defined in National Instrument 14-101 – Definitions) of the securities laws of the Qualifying Jurisdictions and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations obtained by the Company under such securities laws (other than such as have been filed or obtained) to permit such issue and delivery; |
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| (o) | the first trade of a Broker Warrant Share will not be subject to the prospectus requirements of the securities laws of the Qualifying Jurisdictions, and no prospectus or other document is required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations of regulatory authorities are required to be obtained under the securities laws of the Qualifying Jurisdictions to permit the first trade of such securities by the holder thereof through registrants or dealers duly registered under the securities laws of the Qualifying Jurisdictions who have complied with such laws, provided that such trade is not a “control distribution” as that term is defined in National Instrument 45-102 – Resale of Securities (“NI 45-102”) and the Company is a “reporting issuer” in the applicable province for the purposes of NI 45-102 at the time of such trade; |
| (p) | the Offered Shares and Broker Warrant Shares being conditionally approved for listing on the TSX (subject only to satisfaction by the Company of the Standard Listing Conditions); and |
| (q) | subject to the qualifications and assumptions set out therein, the statements set forth in the Prospectus Supplement under the headings “[Eligibility for Investment]” and “[Certain Canadian Federal Income Tax Considerations]” insofar as they purport to describe the provisions of the laws referred to therein are fair and accurate summaries of the matters discussed therein. |
| (2) | Subsidiaries Opinions. The Underwriters shall have received at the Closing Time favourable legal opinions addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date or Over-Allotment Closing Date, as applicable, from local counsel to Company, which counsel in turn may rely, as to matters of fact, on certificates of public officials (as appropriate):as to each Material Subsidiary: |
| (a) | being a corporation existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, as the case may be, and having the corporate power and authority under applicable corporate law necessary to own or hold their respective properties and to conduct their respective businesses in which they are engaged; and |
| (b) | as to the issued and outstanding share capital of each Material Subsidiary and the ownership thereof. |
| (3) | United States Legal Opinion. If any Offered Shares are offered and sold to U.S. Purchasers, the Underwriters shall have received at the time of Closing a favourable legal opinion addressed to the Underwriters dated as of the Closing Date or Over-Allotment Closing Date, as applicable, from United States counsel to the Company, Norton Rose Fulbright US LLP, to the effect that it is not necessary in connection with the offer and sale of the Offered Shares to the U.S. Purchasers to register the Offered Shares under the U.S. Securities Act, it being understood that no opinion is expressed as to any subsequent resale of any Offered Shares. |
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| (4) | Corporate Certificate. The Underwriters shall have received at the Closing Time a certificate, dated as of the Closing Date or Over-Allotment Closing Date, as applicable, signed by the Chief Executive Officer of the Company, or such other officer(s) of the Company as the Lead Underwriter, on behalf of the Underwriters, may agree, certifying for and on behalf of the Company, to the best of the knowledge, information and belief of the person(s) so signing, with respect to: (a) the articles and constating documents of the Company; (b) the resolutions of the Company’s board of directors relevant to the issue and sale of the Offered Shares by the Company and the authorization of this Agreement and the transactions contemplated herein; and (c) the incumbency and signatures of the signing officers of the Company who have signed the Offering Documents or other documents relating to Closing. |
| (5) | Bring-Down Certificate. The Company shall have delivered to the Underwriters, at the Closing Time, a certificate dated the Closing Date or Over-Allotment Closing Date, as applicable, addressed to the Underwriters and signed by the Chief Executive Officer of the Company, or such other officer(s) as the Lead Underwriter, on behalf of the Underwriters, may agree, certifying for and on behalf of the Company, and not in their personal capacities, after having made due inquiries, with respect to the following matters: |
| (a) | the Company having complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with and satisfied, other than terms and conditions which have been waived by the Underwriters, at or prior to the Closing Time; |
| (b) | no order, ruling or determination having the effect of ceasing or suspending the trading in the Common Shares or prohibiting the sale of the Offered Share or any other securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officer, contemplated or threatened under any relevant securities laws (including Applicable Securities Laws) or by any regulatory authority; |
| (c) | subsequent to the respective dates as at which information is given in the Prospectus, there having not occurred a Material Adverse Effect or any change or, to the knowledge of such officer, development involving a prospective Material Adverse Effect, other than as disclosed in the Prospectus or any Supplementary Material, as the case may be; |
| (d) | no material change relating to the Company and its Subsidiaries on a consolidated basis having occurred since the date hereof, except the Offering, with respect to which the requisite material change report has not been filed and no such disclosure having been made on a confidential basis that remains confidential; and |
| (e) | the representations and warranties of the Company contained in this Agreement and in any certificates of the Company delivered pursuant to or in connection with this Agreement, being true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, true and correct in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, except for such representations and warranties which are made as of a specific date other than the Closing Date, after giving effect to the transactions contemplated by this Agreement. |
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| (6) | Certificate of Transfer Agent. The Company having delivered to the Underwriters at the Closing Time a certificate or letter of the Transfer Agent, certifying as to: (i) its appointment as transfer agent and registrar of the Common Shares; and (ii) the number of Common Shares issued and outstanding on the Business Day prior to the Closing Date or Over-Allotment Closing Date, as applicable; |
| (7) | Bring-Down Auditor Comfort Letter. The Company having caused the Company’s Auditor and Former Auditor to deliver to the Underwriters a comfort letter, dated the Closing Date or Over- Allotment Closing Date, as applicable, in form and substance satisfactory to the Lead Underwriter, on behalf of the Underwriters, acting reasonably, bringing forward to the date which is two Business Days prior to the Closing Date or the Over-Allotment Closing Date, as applicable, the information contained in the comfort letter referred to in Section 3(3)(e); which, for certainty, will be a “long-form” comfort letter dated the date of the Closing Date or Over-Allotment Closing Date, as applicable, in the event that the Financial Statements contained within the Documents Incorporated by Reference have changed since the date of the previous “long-form” comfort letter delivered pursuant to Section 3(3)(e) or Section 3(4), as applicable; |
| (8) | Certificate of Status. The Underwriters shall have received a certificate of status (or the equivalent) dated within two Business Days of the Closing Date or Over-Allotment Closing Date, as applicable, in respect of the Company and each Material Subsidiary issued by such appropriate regulatory authority, as applicable in each jurisdiction under which the Company and such Subsidiaries exist, to the extent that such certificates of compliance (or their equivalent) are available in such jurisdictions; |
| (9) | Lock-Up Agreements. The Underwriters shall have received lock-up agreements dated as of the Closing Date pursuant to Section 8(1)(o) in favour of the Underwriters, in the form set forth as Schedule “B” hereof; |
| (10) | No Termination. The Underwriters not having exercised any rights of termination set forth in Section 12; and |
| (11) | Other Documentation. The Underwriters having received at the Closing Time such further opinions, certificates and other documentation from the Company as may be contemplated herein, provided, however, that the Underwriters shall request any such opinion, certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Company to obtain and deliver such certificate or document and provided further that any such requested opinion, certificate or document is customary for financings of the nature contemplated hereby. |
| 7. | Representations and Warranties of the Company |
| (1) | The Company represents and warrants to the Underwriters as of the date hereof, and acknowledges that the Underwriters are relying upon each of such representations and warranties in completing the Closing, that: |
| (a) | except as disclosed in the Public Record, since January 1, 2022: (i) there has been no material change with respect to the Company and its Subsidiaries taken as a whole, (ii) there have been no transactions entered into by the Company or any of its Subsidiaries which are material with respect to the Company and its Subsidiaries taken as a whole, other than those in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its shares; |
| - 17 - |
| (b) | the Company is a company validly existing under the Act and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect; |
| (c) | each of the Subsidiaries is a corporation, company or other entity existing under the laws of its jurisdiction of formation and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect; |
| (d) | the Company has the requisite corporate power, authority and capacity to execute and deliver the Transaction Documents and to perform its obligations hereunder and thereunder (including the full corporate power and authority to issue the Offered Shares) and to execute, deliver and file, as applicable, each of the Offering Documents, and each of the Company and the Subsidiaries has the requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on its business as currently carried on and as proposed to be carried on; |
| (e) | the Company has an authorized share capital consisting of an unlimited number of Common Shares of which an aggregate of 61,410,564 Common Shares were issued and outstanding immediately prior to Closing. Other than 3,169,757 restricted share units, 1,472,872 Common Share purchase warrants, the Broker Warrants issuable to the Underwriter pursuant to the Offering, as of the date hereof, no person has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Company of any unissued shares of the Company or any right to convert any obligation into any shares of the Company, or for the purchase or acquisition of material assets or property of any kind of the Company; |
| (f) | all of the issued and outstanding Common Shares have been duly and validly authorized and issued as fully paid and non-assessable shares of the Company, and none of the outstanding securities of the Company were issued in violation of pre-emptive or similar rights of any securityholder of the Company; |
| (g) | all of the issued and outstanding shares or other equity interests in the Subsidiaries are 100% owned, directly or indirectly, by the Company (free and clear of all Liens). In addition, all of the issued and outstanding shares or other equity interests in the Subsidiaries have been duly and validly authorized and issued as fully paid and non-assessable shares or other equity interests of the Subsidiaries; |
| (h) | the Financial Statements have been prepared in conformity with IFRS, consistently applied throughout the periods involved, and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to any period covered by the Financial Statements. Such Financial Statements present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries, the consolidated results of its operations and cash flows of the Company and its Subsidiaries as at the dates and for the periods of such Financial Statements; |
| - 18 - |
| (i) | neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except (i) as disclosed or referred to in the Financial Statements or (ii) as incurred in the ordinary course of business by the Company or its Subsidiaries, as the case may be, and which would not, either individually or in the aggregate, have a Material Adverse Effect; |
| (j) | the Company is in compliance in all material respects with its timely disclosure obligations under Applicable Securities Laws and the rules and regulations of the TSX; no confidential material change report has been filed by the Company under Applicable Securities Laws that remains confidential at the date of this Agreement; the Company has not completed a “significant acquisition” which would require the Company to file a business acquisition report under Applicable Securities Laws; and all of the material contracts and agreements of the Company and the Subsidiaries not made in the ordinary course of business, if required under Applicable Securities Laws, have been filed with the Securities Commissions; |
| (k) | all corporate transactions completed by the Company or the Subsidiaries and including the acquisition of the securities, business or assets of any other person, the acquisition of options to acquire the securities, business or assets of any other person, and the issuance of securities, were completed in material compliance with all applicable corporate and securities laws and all related transaction agreements and all necessary corporate, regulatory and third party approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained or made, as applicable, and complied with, except where the failure to obtain such approvals or comply with such laws or agreements would not have a Material Adverse Effect; |
| (l) | the Company has established and maintains “disclosure controls and controls and procedures” and “internal control over financial reporting” (each as defined in NI 52-109) as required by NI 52-109 for non-venture issuers and Applicable Securities Laws in Canada, as applicable, and the Company is not aware, and has not been advised by its auditors, of any “material weakness” (as defined in NI 52- 109); |
| (m) | other than as disclosed in the Prospectus, including the documents incorporated by reference therein, since June 30, 2024, the Company has not: |
| (i) | paid or declared any dividend or incurred any material capital expenditure or made any commitment therefor; |
| (ii) | incurred any obligation or liability, direct or indirect, contingent or otherwise, except in the ordinary course of business; and |
| (iii) | entered into any material transaction or made a significant acquisition; |
| (n) | the Company has not committed an act of bankruptcy or sought protection from its creditors before any court or pursuant to any legislation, proposed a compromise or arrangement to its creditors generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of its assets, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of its property, had an execution or distress become enforceable or levied upon any portion of its property or had any petition for a receiving order in bankruptcy filed against it; |
| - 19 - |
| (o) | except as disclosed in the Public Record, no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm’s length with, any of the Company, its Subsidiaries or predecessor companies, has engaged in any material transaction or arrangement with or is a party to a material contract with, or has any material indebtedness, liability or obligation to, the Company or any of its Subsidiaries except for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Company or any of its Subsidiaries; |
| (p) | neither the Company nor any of the Subsidiaries is in breach or violation of: (A) any term or provision of its constating documents, (B) any resolution of its board of directors, managing members or shareholders, or (C) except as would not have a Material Adverse Effect, any contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, license, law or regulation applicable to it or by which it is bound; |
| (q) | the execution and delivery by the Company of the Transaction Documents and the performance by the Company of its obligations hereunder and thereunder, and the execution, delivery and, if applicable, the filing of, the Offering Documents: (i) will not result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under: (A) any term or provision of its constating documents, (B) any resolution of its board of directors or shareholders, or (C) except as would not have a Material Adverse Effect, any contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, license, law or regulation applicable to it or by which it is bound, and (ii) except as would not have a Material Adverse Effect, will not give rise to any Lien in or with respect to the properties or assets now owned or hereafter acquired by it or the acceleration or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting it or any of its properties or assets; |
| (r) | no approval, authorization, consent or other order of, and no filing, registration or recording with any Governmental Authority or other person is required of the Company in connection with the execution and delivery of or with the performance by the Company of its obligations under the Transaction Documents, except as required by Applicable Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions; |
| (s) | the Transaction Documents and the performance of the Company’s obligations under the Transaction Documents have been duly authorized by all necessary corporate action and the Transaction Documents have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law; |
| - 20 - |
| (t) | there are no shareholders’ agreements, voting agreements, registration rights agreements, investors’ rights agreements or other agreements to which the Company is a party in force or effect which in any manner affect or will affect the voting or control of any of the securities of the Company or its Subsidiaries, the nomination of directors to the board of the Company or the operations or affairs of the Company or its Subsidiaries; |
| (u) | at the Closing Time, the Offered Shares have been duly authorized, validly issued, fully paid and non-assessable Common Shares and the provisions thereof conform in all material respects with their descriptions in the Transaction Documents and the Offering Documents; |
| (v) | at the Closing Time, the Broker Warrants have been duly and validly created and authorized for issuance and when issued and delivered by the Company pursuant to this Agreement, the Broker Warrants will be validly issued; |
| (w) | the Broker Warrant Shares have been duly and validly authorized for issuance and, upon exercise of the Broker Warrants in accordance with the terms of the Broker Warrant Certificates, the Broker Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; |
| (x) | to the knowledge of the Company no Securities Commission, stock exchange or comparable authority has issued any order requiring trading in any of the Company’s securities to cease or preventing the distribution of the Offered Shares in any Qualifying Jurisdiction nor has instituted proceedings for any such purposes and, to the knowledge of the Company, no such proceedings are pending or contemplated; |
| (y) | Odyssey Trust Company has been duly appointed as registrar and transfer agent for the Common Shares; |
| (z) | there is no litigation or governmental or other proceeding or investigation at law or in equity before any Governmental Authority, domestic or foreign, in progress, pending or, to the Company’s knowledge, threatened against, or involving the Company, the Subsidiaries, the assets or properties or business of, the Company, nor are there any matters outside the ordinary course of business under discussion with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority and to the Company’s knowledge there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, taxes, governmental charges, orders or assessments; |
| (aa) | at the Closing Time, the Offered Shares and the Broker Warrant Shares have been conditionally approved for listing and trading on the TSX, subject to the satisfaction of the Standard Listing Conditions; |
| - 21 - |
| (bb) | the Company is eligible to file a short form prospectus in each of the Qualifying Jurisdictions pursuant to Canadian Securities Laws and on the date of and upon filing of the Prospectus Supplement there will be no documents required to be filed under applicable Canadian Securities Laws in connection with the Offering that will not have been filed as required; | |
| (cc) | no Securities Commission, stock exchange or comparable Governmental Authority has issued any order restricting, preventing or suspending the use of the Prospectus or any Prospectus Amendment or preventing the distribution of the Offered Shares in Qualifying Jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Company, no such proceedings are pending or contemplated; | |
| (dd) | each of the Prospectus and the U.S. Placement Memorandum, and the execution and filing of the Prospectus with the Securities Commissions, have been duly approved and authorized by all necessary action by the Company, and the Prospectus has been, in the case of the Base Shelf Prospectus, duly executed and filed, and will be, in the case of the Prospectus Supplement, filed, in each case by and on behalf of the Company; | |
| (ee) | each of the Base Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendment comply or will comply, as the case may be, in all material respects with the Canadian Securities Laws and, at the time of delivery of the Offered Shares and Broker Warrants to the Underwriters and the Purchasers, as applicable, the Prospectus will comply in all material respects with the Canadian Securities Laws; | |
| (ff) | with respect to forward-looking information contained in the Offering Documents: |
| (i) | the Company had a reasonable basis for the forward-looking information at the time the disclosure was made; |
| (ii) | all forward-looking information is reasonably identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information, identify material risk factors that could cause actual results to differ materially from the forward-looking information, and state the material factors or assumptions used to develop the forward-looking information; the future-oriented financial information or financial outlook contained therein is limited to a period for which the information can be reasonably estimated; and |
| (iii) | the Company has updated such forward-looking information as required by and in compliance with Applicable Securities Laws; |
| (gg) | the Company is in compliance in all material respects with its continuous disclosure obligations under the securities laws of the Qualifying Jurisdictions and, without limiting the generality of the foregoing, there has not occurred a Material Adverse Effect and no material fact has arisen, financial or otherwise, in the assets, properties, affairs, liabilities, obligations (contingent or otherwise), business, condition (financial or otherwise), results of operations or capital of the Company or any Subsidiaries which has not been publicly disclosed and the information and statements in the Public Record were true and correct in all material respects as of the respective dates of such information and statements, and the Company has not filed any confidential material change reports which remain confidential as at the date hereof; |
| - 22 - |
| (hh) | except as modified or superseded by subsequently filed documents (or part thereof) on SEDAR+, at the time such documents were filed on SEDAR+ the documents filed on SEDAR+, do not contain any misrepresentations and no material facts have been omitted therefrom which would make such information and statements misleading; | |
| (ii) | the Company’s Auditor and the Former Auditor are independent with respect to the Company within the meaning of the rules of professional conduct applicable to auditors in Canada and there has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) with such firm or any other prior auditor of the Company during the last three years; | |
| (jj) | except as would not have a Material Adverse Effect, all tax returns required to be filed by the Company and its Subsidiaries on or prior to the date hereof have been filed, and all taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable thereto, due or claimed to be due have been paid or accrued in the Financial Statements, and neither the Company nor any of its Subsidiaries is a party to any agreement, waiver or arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, any payment of taxes or any assessment thereof; | |
| (kk) | there is no tax deficiency which has been asserted against the Company or any of its Subsidiaries which would have a Material Adverse Effect, and all material tax liabilities are adequately provided for in accordance with IFRS in the Financial Statements for all periods up to June 30, 2025; | |
| (ll) | other than the ongoing international tax audit of the Company for the period January 1, 2019 through December 31, 2020, being performed by the Canada Revenue Agency in normal course of operations, there are no assessments or investigations in progress, pending or, to the knowledge of the Company, threatened against the Company in respect of taxes and there are no Liens for taxes upon the assets of the Company; | |
| (mm) | except where non-compliance does not have and would not reasonably be expected to have a Material Adverse Effect, each of the Company and its Subsidiaries has conducted and is conducting its business or activities in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on such business or activities and neither the Company nor any of its Subsidiaries has received any notice of any alleged violation of any such laws, rules or regulations; |
| - 23 - |
| (nn) | the Company and the Subsidiaries collectively possess such permits, licenses, approvals, consents and other authorizations issued by Governmental Authorities (collectively, “Governmental Licenses”) necessary to conduct the business now operated by them and to be operated by them, except where the failure to so possess could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and all such Governmental Licenses are valid and existing and in good standing in all material respects. Each of the Company and the Subsidiaries is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; | |
| (oo) | to the knowledge of the Company, there are no material complaints, issues, proceedings, or discussions, which are ongoing or anticipated which could have the effect of interfering, delaying or impairing the Company’s ability to conduct its business in a manner that would not, individually or in the aggregate, have a Material Adverse Effect; | |
| (pp) | except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is in violation of any Environmental Laws, (ii) the Company and its Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, and (iii) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its Subsidiaries, and, to the knowledge of the Company, there are no facts or circumstances which would reasonably be expected to form the basis for any such administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings; | |
| (qq) | (i) each of the Company and its Subsidiaries is in compliance, in all material respects, with the provisions of all applicable federal, provincial, local and other laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened with any employee of the Company or any of its Subsidiaries that would, either individually or in the aggregate, have a Material Adverse Effect, and, to the knowledge of the Company, no such collective labour dispute, grievance, arbitration or legal proceeding has occurred during the past year; and (iii) no union has been accredited or otherwise designated to represent any employees of the Company or any of the Subsidiaries and, to the knowledge of the Company, no accreditation request or other representation question is pending with respect to the employees of the Company or any of the Subsidiaries, and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Company’s or any of the Subsidiaries’ facilities and none is currently being negotiated by the Company or any of the Subsidiaries; | |
| (rr) | except for such matters as would not, either individually or in the aggregate, have a Material Adverse Effect, no existing supplier, distributor, service provider, manufacturer or contractor of the Company or any of the Subsidiaries has indicated to the Company that it intends to terminate its relationship with the Company or a Subsidiary or that it will be unable to meet the Company’s or a Subsidiary’s supply, distribution, service, manufacturing or contracting requirements; |
| - 24 - |
| (ss) | except for such matters as would not, either individually or in the aggregate, have a Material Adverse Effect, neither the Company nor any of the Subsidiaries is in default or breach of any real property lease, and neither the Company nor any of the Subsidiaries has received any notice or other communication from the owner or manager of any real property leased by the Company or any of the Subsidiaries that the Company or a Subsidiary is not in compliance with any real property lease, and to the knowledge of the Company, no such notice or other communication is pending or has been threatened; | |
| (tt) | (i) the Company is not in default of any material term, covenant or condition under or in respect of any judgement, order, agreement or instrument to which it is a party or to which it or any of the property or assets thereof are or may be subject, and | |
| (ii) no event has occurred and is continuing, and no circumstance exists which has not been waived, which constitutes a default in respect of any commitment, agreement, document or other instrument to which the Company is a party or by which it is otherwise bound entitling any other party thereto to accelerate the maturity of any material amount owing thereunder, in the case of each of (i) and (ii) above, which would reasonably be expected to have a Material Adverse Effect; | ||
| (uu) | the Company and the Subsidiaries maintain such policies of insurance with commercial providers of insurance as are appropriate for their operations, activities, properties and assets, in such amounts and against such risks as are customarily carried and insured against by entities engaged in the same or similar businesses, and all such policies of insurance will at Closing continue to be in full force and effect; and neither the Company nor any of the Subsidiaries is in default as to the payment of premiums or otherwise, under the terms of any such policy, except as would not, individually or collectively, have a Material Adverse Effect; | |
| (vv) | each of the Company and the Subsidiaries has good and marketable title to all of its assets and property except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect and, except in the ordinary course of business, no person has any contract or any right or privilege capable of becoming a right to purchase any material property from the Company or any of the Subsidiaries; | |
| (ww) | the minutes, resolutions and corporate records of the Company and the Subsidiaries made available to the Underwriters and their legal counsel in connection with the Underwriters’ due diligence investigations are true and complete copies thereof and contain copies of all proceedings of the shareholders, the board of directors and all committees of the board of directors of the Company and each Subsidiary that have been minuted or resolved since January 1, 2022, and there have been no other meetings, resolutions or proceedings of the shareholders, the board of directors or any committee thereof from such date to the date of review of such corporate records, minutes and resolutions not reflected in such minutes, resolutions and other corporate records, other than those which are not material in the context of the Company; |
| - 25 - |
| (xx) | the operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with the anti-money laundering and anti-terrorist laws of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority to which they are subject (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened; | |
| (yy) | neither the Company nor any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti- bribery or anti-corruption laws applicable to the Company, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada); or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any government official, whether directly or through any other person, for the purpose of influencing any act or decision of a government official in his or her official capacity; inducing a government official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a government official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Company in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage; | |
| (zz) | neither the Company nor any Subsidiary, or, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing; or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti- corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws; | |
| (aaa) | neither the Company nor any Subsidiary or, to the knowledge of the Company, director, officer, agent, employee, affiliate or person acting on behalf of the Company or a Subsidiary currently subject to any U.S. sanctions administered by Office of Foreign Assets Control (“OFAC”); and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; |
| - 26 - |
| (bbb) | except as would not, either individually or in the aggregate, have a Material Adverse Effect on the ability of the Company or the Subsidiaries to carry on business as currently conducted: |
| (i) | other than the Intellectual Property for which the Company has been granted a license or keeps as a trade secret, the Company owns, or has valid rights to use, the Intellectual Property used by the Company and the Subsidiaries in the conduct of its business; |
| (ii) | the Company has not transferred ownership of any Intellectual Property owned by the Company or the Subsidiaries to any third party. The Company has not permitted the Company’s or the Subsidiaries’ rights in any Intellectual Property to lapse or enter the public domain in such a manner to cause a Material Adverse Effect; |
| (iii) | to the knowledge of the Company, there is no pending or threatened litigation, proceeding, claim, demand, arbitration, mediation, dispute resolution, suit, action, investigation or judicial review in which any Intellectual Property, as applicable, is alleged to be invalid, unenforceable or not properly in the name of the Company or the Subsidiaries, as the case may be; |
| (iv) | to the knowledge of the Company, neither the Company nor the Subsidiaries is or has infringed any intellectual property rights of others. To the knowledge of the Company, there is no pending or threatened litigation, proceeding, claim, demand, arbitration, mediation, dispute resolution, suit, action, investigation or judicial review which alleges that the Intellectual Property used in the conduct of the Company’s or the Subsidiaries’ business would or does infringe any intellectual property rights of a third party; |
| (v) | neither the Company nor any of the Subsidiaries is obligated or under any liability whatsoever to make any payments by way of royalties or license fees to any owner or licensor of, or other claimant to, any patent, trademark, service mark, trade name, copyright, technology or other intangible asset, with respect to the use thereof (other than for commercially available off-the-shelf products); |
| (vi) | to the knowledge of the Company, no person or entity is infringing or misappropriating any Intellectual Property rights of the Company or the Subsidiaries. The Company has not provided notice to any third party (i) that the operation of the business of the third party or any act, product or service of the third party infringes or misappropriates the Intellectual Property rights of the Company or the Subsidiaries or constitutes unfair competition or unfair trade practices under the legal requirements of any jurisdiction, or (ii) challenging the ownership, validity, enforceability or registrability of any third party Intellectual Property; |
| (vii) | the Company and the Subsidiaries have taken, and continue to take, commercially reasonable precautions and to make commercially reasonable efforts to protect the Company’s and the Subsidiaries’ proprietary information and trade secrets from disclosure to, or use by, unauthorized persons, as well as from theft, tampering, sabotage and transmission; and |
| - 27 - |
| (viii) | to the knowledge of the Company, there is no right under any patent, patent application, trademark, trademark application, trade name, service mark, copyright, franchise, or other intangible property or asset necessary to the business of the Company or the Subsidiaries as presently conducted; |
| (ccc) | neither the Company nor any of the Subsidiaries has taken, and the Company and the Subsidiaries will not take, any action which constitutes stabilization or manipulation of the price of any security of the Company; | |
| (ddd) | other than as contemplated by this Agreement, there is no person acting at the request of the Company who is entitled to any brokerage, agency, underwriting, commission, or finder’s fee in connection with the sale of the Offered Shares; | |
| (eee) | to the knowledge of the Company, no insider of the Company has a present intention to sell any securities of the Company held by it; | |
| (fff) | since January 1, 2022, neither the Company nor the Subsidiaries has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except (i) as disclosed or contemplated in the Public Record, or (ii) as incurred in the ordinary course of business by the Company or the Subsidiaries, as the case may be, and which could not, either individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect; |
It is further agreed by the Company that all representations, warranties and covenants contained in this Agreement made by the Company to the Underwriter shall also be deemed to be made for the benefit of Purchasers as if the Purchasers were also parties to this Agreement (it being agreed that the Underwriter is acting for and on behalf of the Purchasers for this purpose).
| 8. | Additional Covenants of the Company |
| (1) | In addition to any other covenant of the Company set forth in this Agreement, the Company hereby covenants to the Underwriters and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the issuance and sale of the Offered Shares, as follows: |
| (a) | Due Diligence. The Company will allow the Underwriters and their representatives the opportunity to conduct all due diligence which the Underwriters may reasonably require to be conducted prior to the Closing Date. |
| (b) | Delivery of Transaction Documents. The Company will duly execute and deliver the Broker Warrant Certificates at the Closing Time, and comply with and satisfy all terms, conditions and covenants contained therein and in this Agreement to be complied with or satisfied by the Company. |
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| (c) | Maintain Reporting Issuer Status. The Company will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Canadian Securities Laws in each of the Qualifying Jurisdictions until the date that is two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a “reporting issuer” so long as (i) the Common Shares remain listed on a stock exchange in the United States or Canada, (ii) the holders of Common Shares receive securities of an entity which is listed on a stock exchange in the United States or Canada or cash, or (iii) the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSX. |
| (d) | Stock Exchange Listings. The Company will: (i) file or cause to be filed with the TSX all necessary documents and will take all commercially reasonable steps to ensure that the Offered Shares and Broker Warrant Shares have been approved (or conditionally approved) for listing and for trading on the TSX prior to the Closing Date, subject only to satisfaction by the Company of the standard listing conditions of the TSX (the “Standard Listing Conditions”), and the Company shall thereafter use its reasonable best efforts to fulfil the Standard Listing Conditions within the time period prescribed by the TSX. |
| (e) | Maintain Stock Exchange Listing. The Company will use its commercially reasonable efforts to maintain the listing of the Common Shares for trading on the TSX and comply with the rules and policies of the TSX until the date that is two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Common Shares ceasing to be listed in Canada so long as the Common Shares are listed on a stock exchange in the United States, the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States or cash, or the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSX. |
| (f) | Validly Issued Offered Shares. The Company will ensure that the Offered Shares upon issuance shall be duly and validly authorized and issued as fully paid and non-assessable Common Shares and shall have the attributes corresponding to the description thereof set forth in the Prospectus. |
| (g) | Validly Created Broker Warrants. The Company will ensure that the Broker Warrants upon issuance shall be duly and validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement, the Prospectus and the Broker Warrant Certificates. |
| (h) | Validly Issued Broker Warrant Shares. The Company will ensure that sufficient Broker Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Broker Warrants. The Broker Warrant Shares, upon issuance in accordance with the terms of the Broker Warrant Certificates, shall be duly issued as fully paid and non-assessable Common Shares and shall have the attributes corresponding to the description thereof set forth in this Agreement, the Prospectus and the Broker Warrant Certificates. |
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| (i) | Consents and Approvals. The Company will make or obtain, as applicable, at or prior to the Closing Time, all consents, approvals, permits, authorizations and filings as may be required by the Company for the consummation of the transactions contemplated herein (A) under Applicable Securities Laws, including the conditional approval of the Offering by the TSX, other than the Standard Listing Conditions required to be submitted within the applicable time frame pursuant to Applicable Securities Laws and the rules and policies of the TSX, or (B) as may be otherwise required by the Company, including under any Material Agreement or Debt Instrument. |
| (j) | Regulatory Filings. The Company will execute and file with the Securities Commissions and the TSX all forms, notices and certificates required to be filed by the Company pursuant to Applicable Securities Laws and the rules and policies of the TSX, and pay all filing fees associated therewith, within the applicable time frame pursuant to Applicable Securities Laws and the rules and policies of the TSX. |
| (k) | Standstill. The Company will not, directly or indirectly, issue, sell, offer, grant an option or right in respect of, or agree to or announce any intention to, issue, sell, offer, grant an option or right in respect of, any additional Common Shares or any securities convertible or exchangeable into Common Shares, other than (i) in conjunction with this Agreement, the Offering and other matters herein (including the Broker Warrants); (ii) the grant or exercise of stock options, restricted share units and other similar issuances pursuant to the share incentive plan of the Company and other share compensation arrangements; (iii) the exercise of outstanding warrants, including the Broker Warrants issued in the Offering, or other convertible securities of the Company; (iv) obligations of the Company in respect of existing agreements as of the date of the Engagement Letter; (v) the issuance of securities in connection with any bona fide third-party merger, business combination, tender offer, take-over bid, arrangement or similar transaction, for a period of 90 days following the Closing Date, without the prior written consent of the Lead Underwriter, on behalf of the Underwriters, such consent not to be unreasonably withheld. |
| (l) | Use of Proceeds. The Company shall use the net proceeds from the purchase and sale of the Offered Shares in accordance with the descriptions set forth under the heading “Use of Proceeds” in the Prospectus Supplement. |
| (m) | Closing Conditions. The Company will use commercially reasonably efforts to fulfil or cause to be fulfilled, on or prior to the Closing Date, each of the conditions set forth in Section 6 hereof. |
| (n) | News Releases. Subject to compliance with applicable law, any news release of the Company to be issued during the period of distribution of the Offered Shares will be provided in advance to the Underwriters, and the Company will use its commercially reasonable efforts to accommodate any reasonable comments provided by the Underwriters with respect to the form and content thereof prior to its release, and any news release shall comply with Rule 135e under the U.S. Securities Act and shall include the following legend: “Not for distribution to United States newswire services or for dissemination in the United States”. |
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| (o) | Lock-Up Agreements. The Company shall cause each of the directors and officers of the Company (the “Locked-Up Parties”), to agree, in a lock-up agreement to be executed on the Closing Date, that for a period of 90 days from the Closing Date, each Locked-Up Party will not, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, without the prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Locked-Up Parties shall be entitled to transfer their securities of the Company: (i) in connection with the exercise of warrants or options in accordance with the terms thereof (and provided that any Common Shares obtained by such exercise shall remain subject to the terms of the Lock-Up Agreement); (ii) they first obtain the prior written consent of the Lead Underwriter, on behalf of the Underwriters, which consent will not be unreasonably withheld; or (iii) there occurs a take-over bid or similar transaction involving a change of control of the Company. |
| 9. | Representations, Warranties and Covenants of the Underwriters |
| (1) | Each Underwriter hereby severally, and neither jointly, nor jointly and severally, covenants with the Company that: |
| (a) | During the period of distribution of the Offered Shares by or through the Underwriters or a Selling Firm, the Underwriters will offer and sell, and the Underwriters will require any Selling Firm to agree to offer and sell, the Offered Shares to the public only in the Qualifying Jurisdictions or to purchasers in other jurisdictions where they may lawfully be offered for sale or sold and as described in the Offering Documents provided that such distribution of Offered Shares to purchasers in other jurisdictions is completed in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the Applicable Securities Laws of such other jurisdictions. For the purposes of this Section 9(1)(a), the Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution in any Qualifying Jurisdiction where a receipt for the Base Shelf Prospectus has been issued. |
| (b) | The provisions of Schedule “A” hereto apply in respect of offers and sales of Offered Shares and are incorporated herein by reference. The Underwriters shall cause similar undertakings to be contained in any agreements among a Selling Firm. |
| (c) | The Underwriters will not, in connection with the Offering, make any representation or warranty with respect to the Offered Shares or the Company’s other securities or the Company other than as set forth in this Agreement or the Prospectus. |
| (d) | The Underwriters will keep all information reasonably requested by the Underwriters and its counsel in connection with the due diligence investigations of the Underwriters in strict confidence, and all such information will be treated by the Underwriters and its counsel as confidential and will only be used in connection with the Offering. |
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| (e) | No Underwriter or Selling Firm shall receive compensation (including any Underwriters’ Commission and/or Broker Warrants) related to any sales in the United States or to, or for the account or benefit of, U.S. Purchasers unless such Underwriter or Selling Firm is registered as a broker-dealer (or such other registration as may be required) in the United States (including in each state, territory, and possession of the United States and, if applicable, the District of Columbia where any sales are made in the Offering) and such Underwriter or Selling Firm has completed and provided to the Company an Underwriter’s Certificate attached as Annex I to Schedule “A” hereto. |
| (f) | The Underwriters, and any Selling Firm appointed hereunder, will use their best efforts to (i) broadly market the Offering in accordance with the rules of the TSX and meet the minimum distribution requirements for the listing of the Offered Shares and Broker Warrant Shares on the TSX; and (ii) complete the distribution of the Offered Shares as promptly as possible after the Closing Time. The Underwriters will notify the Company as soon as possible when, in the Underwriters’ opinion, the Underwriters and the Selling Firms have ceased the distribution of the Offered Shares and, within 30 days after completion of the distribution, the Underwriters will provide the Company, in writing, with a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions by the Underwriters where that breakdown is required by a Securities Commission for the purpose of calculating fees payable to, or making filings with, that Securities Commission. |
No Underwriter will be liable for any act or omission of any other Underwriter, such other Underwriter’s Affiliates or any selling group member appointed by such other Underwriter, as the case may be.
| (2) | Each Underwriter (on behalf of itself, its Affiliates, its representatives and selling group members appointed by such Underwriter) hereby severally, and neither jointly, nor jointly and severally, represents and warrants to the Company, and acknowledges that the Company is relying upon each of such representations and warranties in entering into the transactions contemplated hereby, that: |
| (a) | Compliance with Securities Laws. In respect of the Offering the Underwriters and their Affiliates, representatives and selling group members have conducted and will conduct their activities in connection with the Offering and the offer for sale to the public, and the sale, of the Offered Shares in compliance with all Applicable Securities Laws and the provisions of this Agreement, and the Underwriter is duly qualified in accordance with Applicable Securities Laws to solicit and procure subscriptions for the Offered Shares in the Qualifying Jurisdictions. |
| (b) | Corporate Existence. The Underwriter (i) is a valid and subsisting corporation, duly incorporated and in good standing under the laws of the jurisdiction in which it was incorporated, (ii) holds all licenses and permits that are required to carry on its business in the manner in which such business is carried out, (iii) has good and sufficient right and authority to enter into this Agreement and to complete the transactions contemplated in this Agreement on the terms and conditions set forth herein, including the offering of the Offered Shares contemplated hereby, and (iv) it is an “accredited investor” as such term is defined under NI 45-106 by virtue of being a person registered under Applicable Securities Laws and is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other person. |
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| (c) | Broker Warrants. The Underwriters acknowledge and agree that the Broker Warrants may not be exercised in the United States or by, or for the account or benefit of, any U.S. Person or person in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and U.S. state securities laws, as applicable, after the holder has delivered to the Company a written opinion of counsel satisfactory to the Company to such effect. In connection with the issuance of the Broker Warrants and the Broker Warrant Shares (as defined herein), as the case may be, each of the Underwriters represents and warrants that (i) it is not a U.S. Person and it is not acquiring the Broker Warrants and the Broker Warrant Shares in the United States, or on behalf of a U.S. Person or a person in the United States, (ii) this Agreement was executed and delivered outside the United States, (iii) it is acquiring the Broker Warrants and the Broker Warrant Shares as principal for its own account and not for the benefit of any other person, and (iv) it will not engage in any Directed Selling Efforts (as defined in Schedule A attached hereto) with respect to any Broker Warrant Shares. |
An Underwriter will not be liable to the Company under this Section 9 with respect to a breach under this Section 9 by another Underwriter, such other Underwriter’s Affiliates or any selling group member appointed by such other Underwriter, as the case may be.
| 10. | Closing |
| (1) | Location of Closing. The Closing will be completed electronically at the Closing Time on the Closing Date, as applicable, or at such other place as the Underwriters and the Company may agree. |
| (2) | Securities and Proceeds. At the Closing Time on the Closing Date, subject to the terms and conditions contained in this Agreement (i) the Company shall deliver to the Underwriters the Offered Shares in electronic, form as the Lead Underwriter, on behalf of the Underwriters, may direct prior to the Closing Date, (ii) the Underwriters shall deliver to the Company the gross proceeds of the Offering less the Underwriters’ Commission, the expenses of the Underwriters payable in accordance with Section 15 and any amounts paid directly to the Company by a substituted purchaser; and (iii) the Company shall deliver to the Underwriters such further documentation as may be contemplated herein or as the Securities Commissions or TSX may reasonably require. |
| (3) | Exercise of Over-Allotment Option. In the event the Over-Allotment Option is exercised in accordance with its terms, at or prior to each Over-Allotment Closing Date, subject to the terms and conditions contained in this Agreement (i) the Company shall deliver to the Underwriters the Additional Offered Shares purchased in connection with the exercise of the Over-Allotment Option in electronic form as the Lead Underwriter, on behalf of the Underwriters, may direct prior to the Over-Allotment Closing Date, (ii) the Underwriters shall deliver to the Company the gross proceeds from the exercise of the Over- Allotment Option less the Underwriters’ Commission and the expenses of the Underwriters payable in accordance with Section 15 and any amounts paid directly to the Company by a substituted purchaser, and (iii) the Company shall deliver to the Underwriters the items listed in Section 6, in each case dated the Over-Allotment Closing Date, and such further documentation as may be contemplated herein or as the Securities Commissions or TSX may reasonably require. |
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| 11. | Compensation of the Underwriters |
In consideration of the services to be rendered by the Underwriters pursuant to this Agreement and in connection with all other matters relating to the issue and sale of the Offered Shares, the Company shall pay to the Underwriters at the Closing Time a cash commission (the “Underwriters’ Commission”) equal to 6.0% of the gross proceeds from the sale of the Offered Shares. As additional consideration, the Company shall issue and deliver to the Underwriters the Broker Warrants. The obligation of the Company to pay the Underwriters’ Commission and issue the Broker Warrants shall arise at the Closing Time against payment for the Offered Shares, and the Underwriters’ Commission and the Broker Warrants shall be fully earned by the Underwriters at that time.
| 12. | Termination Rights |
| (1) | The Company agrees that all material terms and material conditions set out in this Agreement shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its best efforts to cause such conditions to be complied with, and that any material breach or failure by the Company to comply with any such material conditions in favour of the Underwriters that cannot be cured prior to the Closing Time shall entitle the Underwriters to terminate their obligations (and those of any Purchasers arranged by it) under this Agreement by written notice to that effect given to the Company prior to the Closing Time. It is understood that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any subsequent breach or noncompliance, provided that to be binding on the Underwriters, any such waiver or extension must be in writing. |
| (2) | In addition to any other remedies which may be available to the Underwriters in respect of any material default, act or failure to act, or material non-compliance with the terms of this Agreement by the Company, the Underwriters (or any of them) shall be entitled, at their option, to terminate and cancel, without any liability on the part of the Underwriters, their obligations under this Agreement by giving written notice to the Company at any time after the date hereof and prior to the Closing Time, if: |
| (a) | there shall occur or come into effect any material change (actual, anticipated or threatened) in the business, affairs, financial condition or capital of the Company and its subsidiaries, taken as a whole, or any change in any material fact or a new material fact, or there should be discovered any previously undisclosed fact which, in each case, in the reasonable opinion of the Underwriters (or any of them), has or could reasonably be expected to have a material adverse effect on the market price or value or marketability of the Offered Shares; |
| (b) | an order shall have been made or threatened to cease or suspend trading in the Common Shares, or to otherwise prohibit or restrict in any manner the distribution or trading of the Offered Shares, or proceedings are announced or commenced for the making of any such order by any securities regulatory authority or similar regulatory or judicial authority or the TSX, which order has not been rescinded, revoked or withdrawn; |
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| (c) | there is an inquiry, action, investigation or other proceeding (whether formal or informal) commenced, announced or threatened or an order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation, the TSX or any securities regulatory authority, in relation to the Company (except for any inquiry, action, suit, investigation, proceeding or order based upon activities of the Underwriters and not upon activities of the Company), or any law or regulation is enacted or changed, which in the opinion of the Underwriters (or any of them), acting reasonably, operates to prevent or materially restrict the distribution or trading of the Offered Shares or, which in the reasonable opinion of the Underwriters (or any of them), materially and adversely affects or would reasonably be expected to materially and adversely affect the market price or value of the Common Shares or the distribution or trading of the Offered Shares; |
| (d) | there should develop, occur or come into effect or existence any event, action, state or condition including, without limitation, terrorism, accident, pandemic, natural disaster or major financial, political or economic occurrence of national or international consequence, or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Underwriters, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada or the United States or the business, operations or affairs of the Company or the marketability of the Offered Shares; |
| (e) | any Closing condition required under Section 6 in this Agreement shall remain outstanding and uncompleted at any time after the time which is it required to be completed or waived, or the Company is in breach of any material representation, warranty or covenant contained in this Agreement; or |
| (f) | the Underwriters and the Company mutually agree in writing to terminate this Agreement. |
| (3) | The Underwriters shall make reasonable efforts where applicable to give notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in Section 12(2), provided that neither the giving nor the failure to give such notice shall in any way affect the entitlement of the Underwriters to exercise this right at any time prior to or at the Closing Time. |
| (4) | If the obligations of the Underwriters under this Agreement are terminated pursuant to the termination rights in this Section 12, the liability of the Company to the Underwriters shall be limited to the obligations under Section 14 and Section 15. |
| (5) | The right of the Underwriters (or any of them) to terminate their obligations under this Agreement is in addition to any other remedies they may have in respect of any rights contemplated by this Agreement. A notice of termination given by one Underwriter under this Section 12 shall not be binding upon the other Underwriters. |
| 13. | Survival of Representations and Warranties |
All representations and, warranties, covenants and agreements herein contained or contained in any documents delivered pursuant to this Agreement and in connection with the transaction of purchase and sale herein contemplated shall survive the Closing and the termination of this Agreement notwithstanding such Closing or any investigation made by or on behalf of the Underwriters with respect thereto, and shall continue in full force and effect for the benefit of the Underwriters and/or the Company, as the case may be, regardless of the Closing of the Offering, any subsequent disposition of the Offered Shares and any investigation by or on behalf of the Underwriters with respect thereto, until the Survival Limitation Date. Without any limitation of the foregoing, the provisions contained in this Agreement in any way related to indemnification or contribution obligations shall survive and continue, in full force and effect, indefinitely.
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| 14. | Indemnity and Contribution |
| (1) | The Company and the Subsidiaries (collectively, the “Indemnitor”) hereby agree to indemnify and hold the Underwriters, each of their subsidiaries and affiliates, and each of their directors, officers, employees, shareholders/unitholders and agents (hereinafter referred to as the “Personnel”) harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Underwriters and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Underwriters and their Personnel hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Underwriters and/or their Personnel). Without limiting the generality of the foregoing, this indemnity shall apply to all expenses (including legal expenses), losses, claims and liabilities that the Underwriters and/or their Personnel may incur as a result of any action or litigation that may be threatened or brought against the Underwriters and/or their Personnel. |
| (2) | If for any reason, the foregoing indemnification is unavailable to the Underwriters or any Personnel or insufficient to hold the Underwriters or any Personnel harmless, then the Indemnitor shall contribute to the amount paid or payable by the Underwriters and/or their Personnel as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Underwriters and/or their Personnel on the other hand but also the relative fault of the Indemnitor and the Underwriters and/or their Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Underwriters and/or their Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees actually received by the Underwriters hereunder. |
| (3) | The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Underwriters or their Personnel by any governmental commission or regulatory authority, or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnitor and/or the Underwriters and any of their Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Underwriters, the Underwriters shall have the right to employ their own counsel in connection therewith provided the Underwriters act reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Underwriters for time spent by the Underwriters or their Personnel in connection therewith unless such proceeding has been caused solely and directly by or is the direct result of the gross negligence or fraud of the Underwriters or any of their Personnel (as determined by a court of competent jurisdiction in a final judgment that has become non- appealable)) and out-of-pocket expenses incurred by the Underwriters or their Personnel in connection therewith shall be paid by the Indemnitor as they occur. |
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| (4) | Promptly after receipt of notice of the commencement of any legal proceeding against the Underwriters and/or their Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Underwriters will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by the Underwriters to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Underwriters and/or their Personnel. The Indemnitor shall on behalf of itself and the Underwriters and/or any Personnel, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Underwriters and any Personnel, as applicable, acting reasonably, and the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Underwriters, will keep the Underwriters fully advised of the progress thereof and will discuss with the Underwriters all significant actions proposed. No admission of liability and no settlement of any action, suit, proceeding, claims or investigations shall be made without the prior written consent of the Indemnitor and the Underwriters and/or their Personnel, acting reasonably, as applicable, and none of the Indemnitor, the Underwriters and/or their Personnel, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. The Underwriters and their Personnel shall have the right to appoint its or their own separate counsel at the Indemnitor’s cost provided the Underwriters and/or their Personnel acts reasonably in selecting such counsel. |
| (5) | The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Underwriters and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Underwriters and any of the Personnel. |
| (6) | This indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable has determined that such expenses, losses, fees, claims, actions, damages, obligations and liabilities to which the Underwriters may be subject were caused solely / primarily by the gross negligence, intentional fault or willful misconduct of the indemnified party. |
| (7) | Any party entitled to contribution will, promptly after receiving notice of commencement of any claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this section, notify such party or parties from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation it may have otherwise under this section, except to the extent that the party from whom contribution may be sought is materially prejudiced by such omission. The right to contribution provided herein shall be in addition and not in derogation of any other right to contribution which the Underwriters may have by statute or otherwise by law. |
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| 15. | Expenses |
The Company will be responsible for all costs and expenses related to the Offering (plus HST, if applicable), whether completed or not, including, without limitation: (i) all reasonable expenses of or incidental to the creation, issue, sale or distribution of the Offered Shares and the filing of the Prospectus Supplement; (ii) the fees and expenses of the Company’s legal counsel; and (iii) the documented fees and expenses of legal counsel for the Underwriters, (up to a maximum of $150,000 for Canadian legal counsel and US$20,000 for U.S. legal counsel, excluding taxes and the reasonable disbursements of any counsel to the Underwriters); and (iv) all reasonable costs incurred in connection with the preparation of documentation relating to the Offering, including reasonable out-of-pocket costs incurred by the Underwriters, other than its expenses in connection with their legal counsel.
| 16. | Syndication of the Underwriters |
| (1) | Subject to the terms and conditions hereof, the obligation of the Underwriters hereunder shall be several and neither joint nor joint and several. The percentage of the Offered Shares to be severally purchased and paid for by each of the Underwriters in connection with the Offering shall be as follows: |
| Name of Underwriter | Syndicate Position |
| Stifel Nicolaus Canada Inc. | 70.0% |
| Canaccord Genuity Corp. | 15.0% |
| Beacon Securities Limited | 15.0% |
| (2) | If any of the Underwriters shall not complete the purchase and sale of its applicable percentage of the aggregate amount of the Offered Shares at the applicable Closing Time for any reason whatsoever, including by reason of Section 12 hereof, the other Underwriters (the “Continuing Underwriters”) shall have the right, but shall not be obligated, to purchase the Offered Shares which would otherwise have been purchased by the Underwriter which fails to purchase. If, with respect to the Offered Shares, a defaulting Underwriter fails to complete the purchase and sale of its applicable percentage of the aggregate amount of the Offered Shares at the applicable Closing Time and the Continuing Underwriters elect not to exercise such rights to assume the entire obligations of such defaulting Underwriter, then the Company shall have the right to terminate its obligations hereunder without liability except in respect of its indemnity, contribution and expense obligations to the Continuing Underwriters and in respect of any prior breach by the Company of this Agreement. Nothing in this Section 16 shall oblige the Company to sell less than all of the Offered Shares or shall relieve an Underwriter in default hereunder from liability to the Company or to a Continuing Underwriter. |
| (3) | Nothing in this Agreement shall oblige any U.S. Affiliate of any of the Underwriters to purchase the Offered Shares. Any U.S. Affiliate who makes any offers or sales of the Offered Shares in the United States will do so solely as an agent for an Underwriter. |
| (4) | Without affecting the firm obligation of the Underwriters to purchase the Offered Shares at the Offering Price in accordance with this Agreement (assuming due satisfaction of the terms and conditions contained in this Agreement), after the Underwriters have made reasonable effort to sell all of the Offered Shares offered under the Prospectus Supplement at the Offering Price, the price payable by the purchasers may be decreased by the Underwriters and further changed from time to time to an amount not greater than the Offering Price in compliance with Canadian Securities Laws. Such decrease in the price payable by the purchasers will decrease the Underwriters’ Commission to be paid by the Company to the Underwriters, so that the net proceeds of the Offering to be received by the Company will not be reduced. The Underwriters will inform the Company if the price payable by the purchasers is decreased. |
| - 38 - |
| 17. | Advertisements |
The Company acknowledges that the Underwriters shall have the right, subject always to Section 2 of this Agreement, and to prior approval by the Company, at their own expense, to place such advertisement or advertisements relating to the sale of the Offered Shares contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by applicable law, including Canadian Securities Laws and U.S. Securities Laws. The Company and the Underwriters each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein in the United State or so as to result in any exemption from the prospectus and registration requirements of Applicable Securities Laws and applicable securities laws in jurisdictions other than Canada in which the Offered Shares shall be offered or sold not being available.
| 18. | Action by Underwriters |
All steps which must or may be taken by the Underwriters in connection with the Closing, with the exception of the matters relating to: (i) termination of purchase obligations, (ii) waiver and extension, and (iii) indemnification, contribution and settlement, may be taken by the Underwriters. The rights and obligations of the Underwriters under this Agreement shall be several and neither joint nor joint and several.
| 19. | Governing Law |
This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein. Each of the parties irrevocably attorns to the jurisdiction of the courts of the Province of Alberta.
| 20. | Notices |
All notices or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by email to such other party as follows:
| (a) | to the Company at: |
Intermap Technologies Corporation
734 7th Ave S.W., Suite 604
Calgary, Alberta T2P 3P8
| Attention: | Patrick Blott, Chairman & Chief Executive Officer | |
| Email: | Pblott1@intermap.com |
with a copy to (which copy shall not constitute notice):
Norton Rose Fulbright Canada LLP
400 3rd Ave S.W., Suite 3700
Calgary, Alberta T2P 4H2
| Attention: | Jennifer Kennedy | |
| Email: | jennifer.kennedy@nortonrosefulbright.com |
| - 39 - |
| (b) | to the Underwriters, to: |
Stifel Nicolaus Canada Inc.
161 Bay Street West, Suite 3800
Toronto, ON M5J 2S1
| Attention: | Brandon Roopnarinesingh | |
| Email: | roop@stifel.com |
with a copy to (which copy shall not constitute notice):
Bennett Jones LLP
3400 One First Canadian Place
100 King Street West
Toronto, Ontario M5X 1A4
| Attention: | Aaron Sonshine | |
| Email: | sonshinea@bennettjones.com |
or at such other address or email address as may be given by either of them to the other in writing from time to time and such notices or other communications shall be deemed to have been received when personally delivered or, if delivered by email, on the date of receipt (with receipt confirmed) provided notice or communication is received prior to 5:00 p.m. (recipient’s time) on a Business Day or, in any other case, on the next Business Day after such notice or other communication has been delivered by email.
| 21. | Counterpart Signature |
This Agreement may be executed in one or more counterparts (including counterparts by facsimile or other electronic means), which together shall constitute an original copy hereof as of the date first noted above.
| 22. | Time of the Essence |
Time shall be of the essence in this Agreement.
| 23. | Severability |
If any provision of this Agreement is determined to be void or unenforceable, in whole or in part, such void or unenforceable provision shall not affect or impair the validity of any other provision of this Agreement and shall be severable from this Agreement.
| 24. | Entire Agreement |
This Agreement constitutes the entire agreement between the Underwriters and the Company relating to the subject matter hereof and supersedes all prior agreements between the Underwriters and the Company relating to the Offering, including the provisions of the Engagement Letter.
| 25. | Obligations of the Underwriters |
In performing their respective obligations under this Agreement, the Underwriters shall be acting severally and not jointly and severally. Nothing in this Agreement is intended to create any relationship in the nature of a partnership, or joint venture between the Underwriters.
| - 40 - |
| 26. | Market Stabilization |
In connection with the distribution of the Offered Shares, the Underwriters (or any of them) may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by applicable Canadian Securities Laws and U.S. Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time.
| 27. | Successors and Assigns |
The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Underwriters and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others.
| 28. | No Fiduciary Duty |
The Company hereby acknowledges that the Underwriters are acting solely as Underwriters in connection with the purchase and sale of the Company’s securities contemplated hereby. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such purchase and sale of the Company’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not as an agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters).
| 29. | Further Assurances |
Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.
| 30. | Effective Date |
This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.
If the Company is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Underwriters.
| - 41 - |
| Yours very truly, | ||
| STIFEL NICOLAUS CANADA INC. | ||
| Per: | (signed) “Brandon Roopnarinesingh” | |
| Name | Brandon Roopnarinesingh | |
| Title: | Director, Investment Banking | |
| CANACCORD GENUITY CORP. | ||
| Per: | (signed) “Jason Sleeth” | |
| Name | Jason Sleeth | |
| Title: | Managing Director | |
| BEACON SECURITIES LIMITED | ||
| Per: | (signed) “Justin Gilman” | |
| Name | Justin Gilman | |
| Title: | Managing Director | |
| - 42 - |
The foregoing accurately reflects the terms of the transaction that we are to enter into and such terms are agreed to.
ACCEPTED as of this 24th day of September, 2025.
| INTERMAP TECHNOLOGIES CORPORATION | ||
| Per: | (signed) “Patrick Blott” | |
| Name | Patrick Blott | |
| Title: | Chairman & Chief Executive Officer | |
| A-1 |
SCHEDULE “A”
UNITED STATES OFFERS AND SALES
As used in this Schedule “A”, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Agreement to which this Schedule is annexed and the following terms shall have the meanings indicated:
“affiliate” means “affiliate” as defined in Rule 405 under the U.S. Securities Act.
“Directed Selling Efforts” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Shares being offered in reliance on Regulation S, and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Shares;
“Foreign Issuer” means “foreign issuer” as defined in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means any issuer which is: (a) the government of any foreign country or of any political subdivision of a foreign country; or (b) a corporation or other organization incorporated or organized under the laws of any foreign country, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (2) any of the following; (i) the majority of the executive officers or directors of the issuer are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States
“General Solicitation” and “General Advertising” means “general solicitation” and/or “general advertising”, as those terms are used in Rule 502(c) of Regulation D. Without limiting the foregoing, but for greater clarity, general solicitation or general advertising includes, but is not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;
“Offshore Transaction” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;
“Qualified Institutional Buyer Letter” means the Qualified Institutional Buyer Letter in the form attached as Exhibit I to the U.S. Placement Memorandum;
“Regulation D” means Regulation D adopted by the SEC under the U.S. Securities Act;
“Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act; and
“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S.
| A-2 |
Representations, Warranties and Covenants of the Underwriters
The Underwriters, on behalf of themselves and on behalf of their affiliates, representatives and selling group members, acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Offered Shares may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws.
Each Underwriter, on behalf of itself, its Affiliates (including its U.S. Affiliate), representatives and selling group members, if applicable, represents, warrants, covenants and agrees to and with the Company, on the date hereof and on the Closing Date and any Over-Allotment Closing Date, severally, but not jointly, that:
| 1. | It has not offered or sold, and will not offer or sell, at any time any Offered Shares except (a) in Offshore Transactions in compliance with Rule 903 of Regulation S, or (b) to U.S. Purchasers that are Qualified Institutional Buyers pursuant to Rule 144A and similar exemptions under state securities laws and as provided in paragraphs 2 through 10 below. Accordingly, none of the Underwriter, its Affiliates (including the U.S. Affiliate) or any person acting on any of their behalf, has made or will make (except as permitted herein): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States, (ii) any sale of Offered Shares to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was not a U.S. Purchaser or the Underwriter, its affiliates (including the U.S. Affiliate) or any person acting on any of their behalf, reasonably believed that such Purchaser was not a U.S. Purchaser, or (iii) any Directed Selling Efforts in the United States. |
| 2. | It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Shares except with the U.S. Affiliate (who has agreed to comply with the terms of the Agreement, including this Schedule “A”), any selling group member (who has agreed to comply with the terms of the Agreement, including this Schedule “A”, in the manner required by the Agreement) or with the prior written consent of the Company. The Underwriter has required and shall require the U.S. Affiliate, if applicable, to agree, and each selling group member to agree, for the benefit of the Company, to comply with, and has and shall use its best efforts to ensure that the U.S. Affiliate and each selling group member complies with, the same provisions of the Agreement (including this Schedule “A”) as apply to the Underwriter as if such provisions applied to the U.S. Affiliate and such selling group member. |
| 3. | All offers and sales of Offered Shares that have been or will be made by it in the United States or to a U.S. Purchaser, have been or will be made through the Underwriter’s U.S. Affiliate and in compliance with all applicable U.S. federal and state legal requirements including, but not limited to, all broker- dealer requirements and the rules and regulations of the Financial Industry Regulatory Authority, Inc. The Underwriter’s U.S. Affiliate is, was and will be on the date of each offer and/or sale of Offered Shares to, from or in the United States and/or to a U.S. Purchaser, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each U.S. state in which such offers and sales were or will be made (unless exempted from the respective state’s broker-dealer registration requirements), and a member in good standing with the Financial Industry Regulatory Authority, Inc. |
| 4. | None of it, its affiliates (including the U.S. Affiliate), any selling group member, or any person acting on any of their behalf has utilized, and none of such persons will utilize, any form of General Solicitation or General Advertising in connection with the offer and sale of the Offered Shares in the United States or to U.S. Purchasers, or has offered or sold or will offer or sell any Offered Shares in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. |
| A-3 |
| 5. | Immediately prior to soliciting any U.S. Purchasers, the Underwriter, its affiliates (including the U.S. Affiliate), and any person acting on any of their behalf had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer with respect to which the Underwriter or its affiliates (including the U.S. Affiliate) had a pre-existing business relationship, and at the time of completion of each sale by the Company to a U.S. Purchaser, the Underwriter, its affiliates (including the U.S. Affiliate), and any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each U.S. Purchaser purchasing the Offered Shares from the Underwriter or the U.S. Affiliate as principal is a Qualified Institutional Buyer. |
| 6. | All offerees of the Offered Shares solicited by it who are, or were, U.S. Purchasers have been informed that the Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and that the Offered Shares are being offered and sold to such U.S. Purchasers in reliance on the exemptions from the registration requirements of the U.S. Securities Act provided by Rule 144A and similar exemptions from registration under applicable U.S. state securities laws. |
| 7. | It has delivered, through the U.S. Affiliate to each U.S. Purchaser to whom it offered to sell or from whom it solicited any offer to buy the Offered Shares the U.S. Placement Memorandum, including the Prospectus Supplement, and each U.S. Purchaser will have received at or prior to the time of purchase of any Offered Shares, the U.S. Placement Memorandum, including the Prospectus Supplement, and any U.S. Supplementary Material. No other written material has been or will be used in connection with the offer or sale of the Offered Shares in to, or for the account or benefit of, U.S. Purchasers, except marketing materials in a form approved by the Company in writing. |
| 8. | Prior to completion of any sale of Offered Shares to a U.S. Purchaser, each such U.S. Purchaser that is purchasing Offered Shares will be required to provide to the Underwriter or the U.S. Affiliate a completed and executed Qualified Institutional Buyer Letter, and the Underwriters shall provide the Company with a list of all Purchasers that are U.S. Purchasers, including the state in which such purchaser is located and copies of all such completed and executed agreements for acceptance by the Company at least one Business Day prior to the Closing Date and any Over- Allotment Closing Date. |
| 9. | None of the Underwriters, their affiliates (including the U.S. Affiliate), or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares. |
| 10. | At each Closing, each Underwriter will, together with the U.S. Affiliate (and each selling group member), if applicable, provide a certificate, in the form of Annex I to this Schedule “A”, relating to the manner of the offer and sale of the Offered Shares in the United States and/or to U.S. Purchasers. Failure to deliver such a certificate shall constitute a representation by such Underwriter and such U.S. Affiliate that neither it nor anyone acting on its behalf (including any selling group members) (i) has offered or sold Offered Shares in the United States or to any U.S. Purchasers or (ii) is receiving directly or indirectly any remuneration or compensation for the solicitation of U.S. Purchasers or sales to U.S. Purchasers. |
| A-4 |
Representations, Warranties and Covenants of the Company
The Company represents, warrants, covenants and agrees as at the date hereof and as at the Closing Date and any Over-Allotment Closing Date that:
| 1. | The Company is a Foreign Issuer that reasonably believes there is no Substantial U.S. Market Interest in the Common Shares or the Broker Warrants. |
| 2. | The Company is not, and following the application of the proceeds from the sale of the Offered Shares will not be, registered or required to be registered as an “investment company” as such term is defined in the United States Investment Company Act of 1940, as amended. |
| 3. | The offer and sale of the Offered Shares in the United States is not prohibited pursuant to an order issued pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder. |
| 4. | Except with respect to offers and sales in the United States in accordance with this Agreement (including this Schedule “A”) to U.S. Purchasers that are Qualified Institutional Buyers pursuant to Rule 144A, none of the Company, its affiliates, or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates, Selling Firms or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (a) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States; or (b) any sale of Offered Shares unless, at the time the buy order was or will have been originated, (i) the Purchaser is outside the United States or (ii) the Company, its affiliates, and any person acting on any of their behalf reasonably believe that the Purchaser is outside the United States and not a U.S. Purchaser. |
| 5. | During the period in which Offered Shares are offered for sale, none of the Company, its affiliates, or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates, selling group members, or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has engaged in or will engage in any Directed Selling Efforts or has taken or will take any action that would cause the exemption afforded by Rule 144A or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of Offered Shares in accordance with the Agreement, including this Schedule “A”. |
| 6. | None of the Company, its affiliates or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates, selling group members or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, Offered Shares in the United States by means of any form of General Solicitation or General Advertising or has taken or will take any action that would constitute a public offering of the Offered Shares in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act, or any other securities in a manner that would be integrated with the offer and sale of the Offered Shares and would cause the exemption afforded by Rule 144A to be unavailable for offers and sales of the Offered Shares. |
| 7. | None of the Company, its affiliates or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates, selling group members or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares. |
| A-5 |
| 8. | So long as any of the Offered Shares which have been sold to, or for the account or benefit of, persons in the United States and U.S. Persons in reliance upon Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and if the Company is neither exempt from reporting pursuant to Rule 12g3- 2(b) of the U.S. Exchange Act nor subject to and in compliance with Section 13 or 15(d) of the U.S. Exchange Act, the Company will furnish to any holder of such securities and any prospective purchaser of the securities designated by such holder, upon request of such holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of such Offered Shares to effect resales under Rule 144A). |
| 9. | For each taxable year in which the Company is a “passive foreign investment company” as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), if requested in writing by a U.S. Purchaser, the Company will provide such U.S. Purchaser with the required information to enable it to make a qualified electing fund election under Section 1295 of the Internal Revenue Code and the applicable treasury regulations promulgated thereunder. The Company may elect to provide such information on its website. |
| 10. | The Offered Shares are not and, as of the Closing Date and the Over-Allotment Closing Date, as applicable, will not be, and no securities of the same class are or will be: |
| (i) | listed on a national securities exchange registered under Section 6 of the U.S. Exchange Act; |
| (ii) | quoted in a “U.S. automated inter-dealer quotation system”, as such term is used in Rule 144A; or |
| (iii) | convertible or exchangeable at an effective conversion premium or exercise premium (calculated as specified in paragraph (a)(6) and (a)(7) of Rule 144A) of less than 10% for securities so listed or quoted. |
General
Each of the Underwriters (and their U.S. Affiliates) on the one hand and the Company on the other hand understand and acknowledge that the other parties hereto will rely on the truth and accuracy of the representations, warranties, covenants and agreements contained herein.
| A-6 |
ANNEX I TO SCHEDULE “A”
UNDERWRITER’S CERTIFICATE
In connection with the private placement in the United States of Offered Shares of the Company pursuant to the Agreement, the undersigned Underwriter and ●, its U.S. Affiliate, do hereby certify as follows:
| (a) | we acknowledge that the Offered Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable U.S. state securities laws, and the Offered Shares may not be offered or sold in the United States except pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws; |
| (b) | the Offered Shares have been offered and sold by us in the United States only by the U.S. Affiliate which was on the dates of such offers and sales, and is on the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act, and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker-dealer registration requirements) and was and is a member in good standing with the Financial Industry Regulatory Authority, Inc. (“FINRA”); |
| (c) | immediately prior to transmitting the U.S. Placement Memorandum, including the exhibits and schedules attached thereto and the Prospectus Supplement, to a U.S. Purchaser, we had reasonable grounds to believe and did believe that each such person was a Qualified Institutional Buyer, and we continue to believe that each Purchaser who is a U.S. Purchaser that we have arranged to purchase Offered Shares from us as principal is a Qualified Institutional Buyer; |
| (d) | all offers and sales of the Offered Shares by us in the United States have been effected in accordance with all applicable United States federal and state broker-dealer requirements and the rules of FINRA; |
| (e) | no form of General Solicitation or General Advertising was used by us in connection with the offer and sale of the Offered Shares in the United States and we have not offered and will not offer any Offered Shares in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act; |
| (f) | prior to any sale of Offered Shares to a U.S. Purchaser, we caused such person to receive the U.S. Placement Memorandum, including the Prospectus Supplement and any U.S. Supplementary Material, and we caused such person to execute the Qualified Institutional Buyer Letter, and we provided the Company with copies of all such completed and executed exhibits and schedules for acceptance by the Company, and no other written material was used in connection with the offer or sale of the Offered Shares with respect to such offerees; |
| (g) | neither we, nor our affiliates nor or any person acting on any of our behalf have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. |
Exchange Act in connection with the offer and sale of the Offered Shares; and
| (h) | the offering of the Offered Shares has been conducted by us in accordance with the terms of the Agreement, including Schedule “A” attached thereto. |
| A-7 |
Terms used in this certificate have the meanings given to them in the Agreement (including Schedule “A” attached thereto) unless defined herein.
| [NAME OF UNDERWRITER] | [NAME OF U.S. AFFILIATE] | |||
| By: | By: | |||
| Authorized Signing Officer | Authorized Signing Officer | |||
| Print Name | Print Name | |||
SCHEDULE “B”
FORM OF LOCK UP AGREEMENT
LOCK-UP AGREEMENT
● , 2025
| TO: | Stifel Nicolaus Canada Inc., Canaccord Genuity Corp. and Beacon Securities Limited |
| AND TO: | Intermap Technologies Corporation |
The undersigned, ● (the “Undersigned”) is [a director][an officer] of Intermap Technologies Corporation (the “Company”) and understands that an underwriting agreement dated September 24th, 2025 (the “Underwriting Agreement”) has been executed and delivered by the Company and Stifel Nicolaus Canada Inc. (the “Lead Underwriter”), for and on behalf of a syndicate of underwriters that includes Canaccord Genuity Corp. and Beacon Securities Limited (collectively with the Lead Underwriter, the “Underwriters”), whereby the Company agreed to offer Offered Shares of the Company for sale to the public on a “bought deal” underwritten basis (the “Offering”). The execution and delivery by the Undersigned of this agreement (this “Lock-Up Agreement”) is a condition to the closing of the Offering. Any capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Underwriting Agreement.
In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Undersigned hereby agrees not to, directly or indirectly, offer, sell, contract to sell, transfer, assign, pledge, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or publicly announce any intention to do so, any Common Shares, whether now owned or after acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership (the “Locked-Up Securities”), or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, without, in each case, the prior written consent of the Lead Underwriter, on behalf of the Underwriters, which consent shall not be unreasonably withheld or delayed, until 90 days after the Closing Date (the “Lock-Up Period”).
Notwithstanding anything to the contrary contained in this Lock-Up Agreement, during the Lock-Up Period, the Undersigned may, without the consent of the Lead Underwriter, on behalf of the Underwriters:
| (a) | transfer their Locked-Up Securities in connection with the exercise of warrants or options in accordance with the terms thereof (and provided that any Common Shares obtained by such exercise shall remain subject to the terms of the Lock-Up Agreement); |
| (b) | transfer, sell or tender any or all of their Locked-Up Securities pursuant to a take-over bid or similar transaction, including without limitation, a merger, arrangement or amalgamation or other transaction involving a change of control of the Company; or |
| (c) | transfer any or all of the Locked-Up Securities to any nominee or custodian where there is no change in beneficial ownership; |
| (d) | transfer any or all of the Locked-Up Securities for tax planning purposes, including in connection with charitable activities or with a trust whose sole beneficiaries are related parties of the Undersigned who agree to be bound by the terms hereof; |
| B-2 |
| (e) | transfer any or all of the Locked-Up Securities pursuant to a pledge as security for indebtedness owing to a bona fide lender and/or any sale of the securities upon such lender realizing on such security, provided that any such transferee or pledgee shall first execute a lock-up agreement in substantially the same form as this Lock-Up Agreement which lock- up agreement shall remain in force until the remainder of the Lock-Up Period; or |
| (f) | as a result of the death of the Undersigned, transfer any or all of the Locked-Up Securities.. |
The Undersigned hereby represents and warrants that the Undersigned has full power and authority to enter into this Lock-Up Agreement and that, upon the reasonable request of the Underwriters, the Undersigned will execute any additional documents as may be reasonably necessary in connection with the enforcement of this Lock-Up Agreement. The Undersigned has, as applicable, good and marketable title to the Locked- Up Securities and understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Offering. This Lock-Up Agreement is irrevocable and shall be binding upon the legal representatives, successors and permitted assigns of the Undersigned.
This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable in the Province of Alberta, without reference to conflicts of laws.
This Lock-Up Agreement constitutes the entire agreement and understanding between and among the parties with respect to the subject matter of this Lock-Up Agreement and supersedes any prior agreement, representation or understanding with respect to such subject matter.
This Lock-Up Agreement has been entered into on the date first written above.
| [NAME OF DIRECTOR/OFFICER] |
Exhibit 99.8
| Barristers & Solicitors / Patent & Trade-mark Agents | ||
| September 24, 2025 | ||
| Norton Rose Fulbright Canada LLP | ||
| Via SEDAR+ | 400 3rd Avenue SW, Suite 3700 | |
| Calgary, Alberta T2P 4H2 CANADA | ||
| F: +1 403.264.5973 | ||
| nortonrosefulbright.com |
Alberta Securities Commission
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission
Ontario Securities Commission Nova Scotia Securities Commission
Financial and Consumer Services Commission, New Brunswick
Office of the Superintendent of Securities, Service, Newfoundland and Labrador
Financial and Consumer Services Division, Department of Justice and Public Safety (Prince Edward Island)
Dear Sirs/Mesdames:
| Re: | Intermap Technologies Corporation (the “Company”) |
We refer to the short form base shelf prospectus dated September 15, 2025 of the Company and the prospectus supplement thereto dated September 24, 2025 (the “Prospectus Supplement”) relating to the distribution of common shares in the capital of the Company having an aggregate offering price of C$25,002,000.
We hereby consent to the references to our firm’s name on the cover page of the Prospectus Supplement and under the heading “Interests of Experts” and to the reference to our opinion under the heading “Eligibility for Investment” in the Prospectus Supplement.
We confirm that we have read the Prospectus Supplement and have no reason to believe that there are any misrepresentations in the information contained in the Prospectus Supplement that are derived from our opinion referred to therein or that are within our knowledge as a result of the services performed by us in connection with such opinion.
Yours truly,
(signed) “Norton Rose Fulbright Canada LLP”
Norton Rose Fulbright Canada LLP
Norton Rose Fulbright Canada LLP is a limited liability partnership established in Canada.
Norton Rose Fulbright Canada LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright South Africa Inc and Norton Rose Fulbright US LLP are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com.
Exhibit 99.9
Intermap Technologies Files Prospectus Supplement
The prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents are accessible through SEDAR+
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
DENVER, Sept. 24, 2025 — Intermap Technologies Corporation (TSX: IMP; OTCQB: ITMSF) (“Intermap” or the “Company”), a global leader in 3D geospatial products and intelligence solutions, announced today that it has filed a prospectus supplement (the “Prospectus Supplement”) to its short form base shelf prospectus dated September 15, 2025 (the “Base Shelf Prospectus”) with respect to its previously announced bought deal public offering of 8,334,000 Class A common shares (the “Common Shares”) at a price of $3.00 per Common Share, for aggregate gross proceeds to the Company of $25,002,000 (the “Offering”).
The Prospectus Supplement has been filed in each of the provinces of Canada (other than Québec) pursuant to National Instrument 44-102 – Shelf Distributions. The Common Shares are being qualified for distribution in each of the provinces of Canada (other than Québec) pursuant to the Prospectus Supplement and in the United States on a private placement basis to “Qualified Institutional Buyers” (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “1933 Act”)) pursuant to Rule 144A of the 1933 Act and in compliance with applicable state securities laws.
The Offering is being underwritten by a syndicate of underwriters led by Stifel Nicolaus Canada Inc., and including Canaccord Genuity Corp. and Beacon Securities Limited (collectively, the “Underwriters”).
The Company has granted the Underwriters an over-allotment option, exercisable in whole or in part at any time up to 30 days after the closing date of the Offering, to purchase up to an additional 1,250,100 Common Shares, to cover over-allotments, if any, and for market stabilization purposes (the “Over-Allotment Option”). In the event that the Over-Allotment Option is exercised in its entirety, the aggregate gross proceeds of the Offering will be $28,752,300. The Offering is scheduled to close on or about September 29, 2025, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the conditional approval of the Toronto Stock Exchange (“TSX”).
The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes, as more particularly described in the Prospectus Supplement.
Access to the Prospectus Supplement, the corresponding Base Shelf Prospectus and any amendment to the documents is provided in accordance with securities legislation relating to procedures for providing access to a prospectus supplement, a base shelf prospectus and any amendment thereto. The Prospectus Supplement and the corresponding Base Shelf Prospectus are, and any amendment thereto, if any, will be, within two business days, accessible on SEDAR+ at www.sedarplus.ca.
An electronic or paper copy of the Prospectus Supplement, the corresponding Base Shelf Prospectus and any amendment to the documents may be obtained, without charge, from the Company, at 385 Inverness Pkwy, Suite 105, Englewood, CO 80112 USA, by telephone at +1 (303) 708-0955 or by e-mail at CFO@intermap.com, by providing the contact with an email address or address, as applicable.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Common Shares, in any jurisdiction in which such offer, solicitation or sale would be unlawful, including in the United States of America. Such securities have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Intermap Reader Advisory
Certain information provided in this news release, including references to the quantum of the Offering, the exercise of the Over -Allotment Option, obtaining all necessary regulatory approvals, including the acceptance of the Offering by the TSX and the timing thereof, the expectation that the Offering will close and the anticipated timing thereof and the intended use of proceeds in the Offering in connection therewith, constitute “forward-looking information” within the meaning of applicable securities laws. The words “should”, “will” or “may” and similar expressions are intended to identify such forward-looking information. Such forward-looking information requires Intermap to make assumptions about future actions, events or circumstances that may not materialize or that may prove to be inaccurate. Although Intermap believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of known and unknown risks and uncertainties. Intermap’s forward-looking statements are subject to risks and uncertainties pertaining to, among other things, cash available to fund operations, availability of capital, revenue fluctuations, 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, and international and political considerations, as well as those risks and uncertainties discussed Intermap’s Annual Information Form and other securities filings. While the Company makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Company will derive therefrom. All subsequent forward-looking statements, whether written or oral, attributable to Intermap or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.
About Intermap Technologies
Founded in 1997 and headquartered in Denver, Colorado, Intermap (TSX: IMP; OTCQB: ITMSF) is a global leader in geospatial intelligence solutions, focusing on the creation and analysis of 3D terrain data to produce high-resolution thematic models. Through scientific analysis of geospatial information and patented sensors and processing technology, the Company provisions diverse, complementary, multi-source datasets to enable customers to seamlessly integrate geospatial intelligence into their workflows. Intermap’s 3D elevation data and software analytic capabilities enable global geospatial analysis through artificial intelligence and machine learning, providing customers with critical information to understand their terrain environment. By leveraging its proprietary archive of the world’s largest collection of multi-sensor global elevation data, the Company’s collection and processing capabilities provide multi-source 3D datasets and analytics at mission speed, enabling governments and companies to build and integrate geospatial foundation data with actionable insights. Applications for Intermap’s products and solutions include defense, aviation and UAV flight planning, flood and wildfire insurance, disaster mitigation, base mapping, environmental and renewable energy planning, telecommunications, engineering, critical infrastructure monitoring, hydrology, land management, oil and gas and transportation.
For more information, please visit www.intermap.com or contact:
Jennifer Bakken
Executive Vice President and CFO
CFO@intermap.com
+1 (303) 708-0955
Sean Peasgood
Investor Relations
Sean@SophicCapital.com
+1 (647) 260-9266
Exhibit 99.10
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
INTERMAP TECHNOLOGIES CLOSES BOUGHT DEAL PUBLIC OFFERING FOR GROSS PROCEEDS OF $28,752,300, INCLUDING THE FULL EXERCISE OF THE OVER-ALLOTMENT OPTION
DENVER, Sept. 29, 2025 – Intermap Technologies Corporation (TSX: IMP; OTCQB: ITMSF) (“Intermap” or the “Company”), a global leader in 3D geospatial products and intelligence solutions, announced today that it has closed its previously announced and upsized “bought deal” public offering of 9,584,100 Class A common shares in the capital of the Company (the “Common Shares”) at a price of $3.00 per Common Share for aggregate gross proceeds to the Company of $28,752,300, including the full exercise of the over-allotment option granted to the Underwriters (as defined herein) (the “Offering”).
The Offering was underwritten by a syndicate of underwriters led by Stifel Nicolaus Canada Inc., and included Canaccord Genuity Corp. and Beacon Securities Limited (collectively, the “Underwriters”).
The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes, as more particularly described in the Prospectus Supplement (as defined herein). The Offering remains subject to the final approval of the Toronto Stock Exchange (the “TSX”).
Patrick A. Blott, Intermap’s Chairman and CEO, said “The success of this Offering reflects investment from long-term, growth-oriented institutions that recognize the critical value our customers place on Intermap’s proprietary GEOINT data products. We are pleased with the strong demand, resulting in over-subscription and upsizing of the Offering. A stronger balance sheet matches our objective to increasingly embed exquisite mission-critical GEOINT in our customer workflows.”
The Offering was completed by way of a prospectus supplement (the “Prospectus Supplement”) to the short form base shelf prospectus of the Company dated September 15, 2025 (the “Base Shelf Prospectus”), which supplement was filed on September 24, 2025. The Base Shelf Prospectus and the Prospectus Supplement can be found on SEDAR+ at www.sedarplus.ca and contain important detailed information about the Offering.
In connection with the Offering, the Company paid the Underwriters an aggregate cash commission of $1,725,138 and issued the Underwriters an aggregate of 575,046 compensation warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder thereof to purchase one Common Share at USD$2.1758, at any time until September 29, 2027.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Common Shares, in any jurisdiction in which such offer, solicitation or sale would be unlawful, including in the United States of America. Such securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Intermap Reader Advisory
Certain information provided in this news release, including references to the intended use and anticipated benefits of the net proceeds of the Offering in connection therewith, constitute “forward-looking information” within the meaning of applicable securities laws, including in particular the Company’s intentions for using the net proceeds of the Offering and the Company’s ability to obtain the final approval of the TSX. The words “intends”, “should”, “will” or “may” and similar expressions are intended to identify such forward-looking information. Such forward-looking information requires Intermap to make assumptions about future actions, events or circumstances that may not materialize or that may prove to be inaccurate. Although Intermap believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of known and unknown risks and uncertainties. Intermap’s forward-looking statements are subject to risks and uncertainties pertaining to, among other things, cash available to fund operations, availability of capital, revenue fluctuations, 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, and international and political considerations, as well as those risks and uncertainties discussed Intermap’s Annual Information Form and other securities filings. While the Company makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Company will derive therefrom. All subsequent forward-looking statements, whether written or oral, attributable to Intermap or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.
About Intermap Technologies
Founded in 1997 and headquartered in Denver, Colorado, Intermap (TSX: IMP; OTCQB: ITMSF) is a global leader in geospatial intelligence solutions, focusing on the creation and analysis of 3D terrain data to produce high-resolution thematic models. Through scientific analysis of geospatial information and patented sensors and processing technology, the Company provisions diverse, complementary, multi-source datasets to enable customers to seamlessly integrate geospatial intelligence into their workflows. Intermap’s 3D elevation data and software analytic capabilities enable global geospatial analysis through artificial intelligence and machine learning, providing customers with critical information to understand their terrain environment. By leveraging its proprietary archive of the world’s largest collection of multi-sensor global elevation data, the Company’s collection and processing capabilities provide multi-source 3D datasets and analytics at mission speed, enabling governments and companies to build and integrate geospatial foundation data with actionable insights. Applications for Intermap’s products and solutions include defense, aviation and UAV flight planning, flood and wildfire insurance, disaster mitigation, base mapping, environmental and renewable energy planning, telecommunications, engineering, critical infrastructure monitoring, hydrology, land management, oil and gas and transportation.
For more information, please visit www.intermap.com or contact:
Jennifer Bakken
Executive Vice President and CFO
CFO@intermap.com
+1 (303) 708-0955
Sean Peasgood
Investor Relations
Sean@SophicCapital.com
+1 (647) 260-9266