Intermap Technologies Corporation — Capital/Financing Update 2020

Aug 15, 2020

MATERIAL CHANGE REPORT

FORM 51-102F3

Item	1	Name and Address of Company
		Intermap Technologies Corporation (“Intermap” or the “Company”)
		8310 South Valley Highway, Suite 400
		Englewood, Colorado
		USA
		80112
Item	2	Date of Material Change
		August 5, 2020
Item	3	News Release
		A press release was disseminated on August 5, 2020 through the news wire service Cision
		(formerly CNW). A copy of the press release was filed on SEDAR under the Company’s
		issuer profile.
Item	4	Summary of Material Change
		On August 5, 2020, the Company announced that it had closed the first tranche of its
		private placement (the “Private Placement”) of up to 4,317,118 Class A common shares
		(the “Shares”) at a price of CAD$0.56 per Share. The first tranche included the issuance of
		3,571,428 Shares, raising aggregate gross proceeds of CAD$2 million. The Company also
		issued 139,284 warrants to certain finders under the Private Placement.
		The net proceeds of the private placement were used to satisfy obligations under the
		amended settlement agreement (the “Settlement Agreement”) entered into among the
		Company, its wholly-owned subsidiary, Intermap Technologies Inc. (“ITI”), and
		PenderFund Capital Management Ltd. (the “Lender”).
Item	5	Full Description of Material Change

On August 5, 2020, the Company announced that it had closed the first tranche of its private placement of up to 4,317,118 Shares at a price of CAD$0.56 per Share. The first tranche included the issuance of 3,571,428 Shares, raising aggregate gross proceeds of CAD$2 million.

The Company also issued 139,284 Warrants to certain finders under the Private Placement. Each Warrant is exercisable for one Share at an exercise price of US$0.417 per Share, being the U.S. dollar equivalent to CAD$0.56 as of the date of issuance of the warrants, at any time until July 31, 2022.

The proceeds of the private placement were used to satisfy obligations under the Settlement Agreement entered into among the Company, its wholly-owned subsidiary, ITI, and the Lender. Under the terms of the Settlement Agreement, the Company and ITI settled the Company’s outstanding debt of US$33.9 million owed to the Lender with a payment to the Lender of US$1 million. Payment was made on August 12, 2020.

All Shares and Warrants issued in connection with the Private Placement are subject to a 4-month hold period during which trading in the securities is restricted in accordance with

applicable securities laws.

Patrick A. Blott, the Chairman and Chief Executive Officer of the Company, subscribed for 267,857 Shares. His participation constitutes a “related party transaction” as defined under Multilateral Instrument 61 - 101 Protection of Minority Security Holders in Special Transactions (“MI 61 - 101”). Such participation is exempt from the formal valuation and - minority shareholder approval requirements of MI 61 101 on the basis that participation in the Private Placement by Mr. Blott does not exceed 25% of the fair market value of the Company’s market capitalization.

Item 6 Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable

Item 7 Omitted Information

Not applicable

Item 8 Executive Officer

Patrick Blott Chief Executive Officer Tel: (303) 708-0955

Item 9 Date of Report

August 14, 2020

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