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.
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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.
