DENVER - Intermap Technologies ("Intermap" or the "Company") announced today the appointment of Jordan N. Tongalson to its board of directors to serve as Independent Director. On the heels of its successful Private Placement and Settlement with Vertex/Pender Funds, the Company's sole secured creditors, Mr. Tongalson joins the board to contribute additional financial, capital allocation, and business development experience, which will further reposition Intermap for long-term growth. The Private Placement was closed in two tranches, on July 31, 2020 and August 14, 2020, and the Settlement Payment was made to the Lender on August 12, 2020. The series of transactions added approximately $37 million to Intermap's book value, tax affected.
Jordan is currently a Managing Director and leads Business Development at Littlejohn & Company, a Greenwich, Connecticut-based investment firm focused on private equity and debt investments, primarily in middle market companies. In addition, Jordan contributes experience and relationships from prior roles at The Blackstone Group, where he advised Blackstone Capital Partners on LBO and private equity investments, and Morgan Stanley, where he led building products and government services (including geospatial) investment banking coverage within the Global Industrials Group. Mr. Tongalson also worked for Siemens in the M&A and corporate development group where, among other projects, he led the sale process and strategic repositioning of its global transit telematics systems business, a pioneer in geospatial software and analytics.
In addition, Jack Schneider joins Intermap as Chief Operating Officer after more than two years of collaboration with senior management as an operating consultant. Previously, Mr. Schneider managed the growth of Perry Capital, one of America's most successful independent hedge funds, with over $15 billion in peak assets under management, comprising many of America's leading institutional investors. Jack's other prior experience includes roles at The White House, Goldman Sachs and Colden Capital in London and New York, where, for more than eight years, Jack made direct investments and efficiently allocated the firm's proprietary and partners' capital in disruptive, technology-driven public companies. He also founded and led one of the first iOS developers, which pioneered innovative solutions and patented technology.
"Intermap is pleased to welcome Jordan Tongalson to the holding company Board and Jack Schneider into the operating company as COO," said Patrick A. Blott, Intermap Chairman & CEO. "As our industry transitions and evolves, these proven business leaders are in a perfect position to help us leverage all our considerable financial and operating advantages, anchor our strategic roadmap, and execute aggressively and opportunistically to build a fast growing profitable business and maximize returns for our stakeholders."
The Company also reported that its software subscriptions continue to be renewed at higher annual amounts. Clients are leveraging Intermap's tools through cloud-based architecture, precise geospatial data, and analytics to optimize their geospatial investment, and receive and pay for only the relevant data they need, where they need it. The latest InsitePro deal, which closed today with Atlas General Insurance Services, demonstrates how Intermap's InsitePro generates relevant answers that are delivered with accuracy, speed and simplicity to support a national-scale underwriting program.
Intermap additionally announced it intends to hold its Annual General Meeting of Shareholders (the "Meeting") virtually on October 30, 2020. Intermap intends to apply to the Court of Queen's Bench of Alberta (the "Court") for an order extending the deadline for the Company's annual general meeting of shareholders to accommodate the October 30, 2020 meeting date.
Intermap previously announced it was planning to hold its Meeting on September 24, 2020, in accordance with applicable corporate laws and the rules of the Toronto Stock Exchange (the "TSX"). Following this announcement, the Company launched a private placement of common shares in order to, among other things, facilitate the payment of US$1 million (the "Settlement Payment") to PenderFund Capital Management Ltd. (the "Lender") in full and final settlement of US$33.9 million of debt owed by Intermap to the Lender.
Significant time and resources were required to complete the Private Placement, the Settlement Payment and various related arrangements, and Intermap has been operating with limited personnel as a result of required downsizing to deal with the current COVID-19 economic environment. Furthermore, a total of 4,158,113 common shares of Intermap were issued under the Private Placement, representing approximately 20% of the Company's current total issued and outstanding common shares, and management of Intermap determined it would be appropriate for all shareholders of the Company, including those who became shareholders as a result of the Private Placement, to have the right to participate at the Meeting. Consequently, Intermap delayed calling the Meeting while the Company was still in the process of completing the Private Placement, the Settlement Payment and related matters. Pursuant to the deadlines for giving notice of a meeting of shareholders and filing and mailing materials related to such meeting under corporate and securities laws applicable to Intermap, after completing the Private Placement the Company was unable to hold the Meeting on the originally planned date of September 24, 2020.
Intermap intends to file an application to the Court in the coming days seeking an order of the Court extending the deadline for Intermap to hold the Meeting. As a result of the COVID-19 pandemic and its effects on business operations, the TSX earlier in the year announced an extension to the deadline for TSX-listed issuers such as Intermap to hold their annual meetings of shareholders until December 31, 2020.
About Intermap Technologies
Founded in 1997 and headquartered in Denver, Colorado, Intermap (TSX: IMP) (ITMSF: BB) is a global leader in geospatial intelligence solutions. The Company's proprietary NEXTMap® database and value-added geospatial data management, processing, analytics, fusion and orthorectification software and solutions are utilized across a range of industries that rely on accurate, high-resolution elevation data, including aviation, engineering, environmental planning, government markets, hydrology, insurance, land management, law enforcement and patrol, oil and gas, renewable energy, telecommunications, transportation and utilities. Intermap's commercial applications include location-based intelligence, risk assessment, geographic information systems, global positioning systems and 3D visualization. For more information, please visit www.intermap.com.
Intermap Reader Advisory
Certain information provided in this news release, including statements in relation timing of the Meeting, the timing of the Company's application for an order of the Court extending the deadline to hold the Meeting, and the Court's decision, including whether to grant the extension and for how long, constitute forward-looking statements that involve known and unknown risks and uncertainties. The words "anticipate", "estimate", "expect", "intend", "project", "forecast", "will" 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, the availability of the Court to hear Intermap's application for an extension to the deadline to hold the Meeting, the ongoing business and social disruptions from the COVID-19 pandemic, 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.