May 23rd, 2019
Intermap Technologies Agrees to Settle Outstanding Debt with Vertex One

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DENVER – (TSX: IMP) (ITMSF: BB) – Intermap Technologies Corporation (“Intermap” or the “Company”) today announced an agreement in principal (the “Agreement”) with its single secured creditor and largest shareholder to settle all debt obligations (the “Vertex Debt”). As agreed, subject to obtaining new financing and the receipt of shareholder approval, the Vertex Debt managed by Vertex One Asset Management, Inc., in its capacity as portfolio manager for and on behalf of the Vertex Fund (“Vertex”), will be exchanged for newly-created perpetual Preferred Shares of the Company (“Preferred Shares”).

If converted, the Preferred Shares will carry a $10.8 million liquidation preference, subject to adjustments, depending upon the terms of any new debt funding secured by the Company. The conversion of the Vertex Debt effectively makes the collateral of the Company available for first priority financing from traditional working capital lenders, or an alternative capital provider.

“By facilitating a realignment of its capital structure, our objective is to help the Company better position its financial strategy to generate growth, maximize financial returns for all its stakeholders, and meet customer needs. This agreement maximizes value by acknowledging Intermap’s recent growth and customer support, and by making additional collateral available to encourage our continued expansion,” commented Patrick Blott, Intermap’s Chairman & CEO. “As the Company rolls out offerings in new verticals, such as aviation, telecom, and government/DOD, we expect similar results to those we are achieving in insurance, and believe customers will benefit from exciting geospatial capabilities not currently available in the market.”

The Agreement sets forth the terms on which Vertex will release its liens on the assets of the Company and convert its debt holdings to Preferred Shares to facilitate new financing arrangements for the Company. The release of collateral will become effective upon closing of new financing as follows:

• A liquidation preference equal to US$10,800,000 (the “Liquidation Preference”), which would be realized:
  • Upon any sale of all or substantially all of the assets of the Company or a liquidation of the Company, Vertex would be entitled to 100% of distributable cash on a priority basis ahead of all common shareholders in an amount up to 100% of the Liquidation Preference (calculated cumulatively with all prior distributions in respect of the Liquidation Preference); and
  • Upon a sale of less than substantially all of the assets of the Company (other than ordinary course and de minimis transactions), Vertex would be entitled to share in 50% of distributable cash on a priority basis in an amount up to 100% of the Liquidation Preference (calculated cumulatively with all prior distributions in respect of the Liquidation Preference), with the remaining 50% of distributable cash allocated to the common shareholders (including Vertex);
    
    
• A right to participate in dividends of operating income on an equivalent basis to common shareholders (which dividends would not reduce the outstanding Liquidation Preference), with the preferred shares having the right to 50% of all dividends (subject to dilution to the extent additional common shares are issued thereafter); and
  
  
• Provided; that in the event the new financing raises less than US$4,000,000 (including unfunded commitments), Vertex would convert only 50% of the principal value of the Vertex Debt and the Liquidation Preference would be adjusted proportionately; provided further that no portion of the Vertex Debt would be converted if the new financing raises less than US$1,500,000.
  
  
• The closing of the conversion would be conditioned on the following:
  • Intermap’ s entry into a new credit facility or delayed draw term loan (which may involve the granting of liens on all or a portion of the assets of the Company and its subsidiaries); and
  • Approval by the Company’s shareholders.

About Intermap Technologies

Headquartered in Denver, Colorado, Intermap (www.intermap.com) is an industry leader in geospatial intelligence solutions. These geospatial solutions are used in a wide range of applications including, but not limited to, location-based information, risk assessment, geographic information systems, engineering, utilities, global positioning systems, oil and gas, renewable energy, hydrology, environmental planning, land management, wireless communications, transportation, advertising, and 3D visualization.  Intermap generates revenue from three primary business activities, composed of i) data acquisition and collection, using proprietary, multi-frequency,  radar sensor technologies, ii) value-added data products and services, which leverage the Company’s proprietary NEXTMap® database and platform, together with proprietary software and fusion technologies, and iii) commercial applications and solutions, including a webstore and software sales targeting selected industry verticals that rely on accurate high resolution elevation data. The Company is a world leader in data fusion, analytics, and orthorectification, and has decades of experience aggregating data derived from a number of different sensor technologies and data sources, providing useful answers to geospatial problems. For more information please visit www.intermap.com.

Intermap Reader Advisory

Certain information provided in this news release, including statements in relation to the Company’s financial strategies and financing activities, constitute forward-looking statements. The words “anticipate”, “expect”, “project”, “estimate”, “forecast”, “will be” and similar expressions are intended to identify such forward-looking statements. Although Intermap believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of known and unknown risks and uncertainties. You can find a discussion of such risks and uncertainties in our Annual Information Form and other securities filings. While the Company makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Company will derive therefrom. All subsequent forward-looking statements, whether written or oral, attributable to Intermap or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.