Implantica Annual Report 2017

Plain-text annual report

2017 ANNUAL REPORT Intermap Technologies Corporation Corporate Information OFFICES Canadian Corporate Office Intermap Technologies Corp. 840–6th Avenue SW Suite 200 Calgary, AB T2P 3E5 Canada Phone: (403) 266-0900 Fax: (403) 265-0499 Denver Worldwide Headquarters Intermap Technologies, Inc. 8310 South Valley Highway Suite 400 Englewood, CO 80112-5809 United States Phone: (303) 708-0955 Fax: (303) 708-0952 BOARD OF DIRECTORS Partick A. Blott Chairman and CEO New York, New York, USA Philippe Frappier Director Toronto, Ontario, Canada TRANSFER AGENT Computershare Trust Company of Canada 600, 530 - 8th Avenue S.W. Calgary, Alberta T2P 3S8 Canada AUDITORS KPMG LLP 150 Elgin Street Suite 1800 Ottawa, ON K2P 2P8 Canada P.T. ExsaMap Asia Wisma Anugraha - 2nd Floor Jl. Taman Kemang No.32B Jakarta, Selatan 12510 Indonesia Phone: +62 021 719 3808 Fax: +62 021 719 3818 Intermap Technologies s.r.o. Zelený pruh 95/97 140 00 Prague 4 Czech Republic Phone: +420 261 341 411 Fax +420 261 341 414 Andrew P. Hines Director and Corporate Secretary Westfield, New Jersey, USA Michael R. Zapata Director New York, New York, USA STOCK EXCHANGE INTERMAP STOCK IS LISTED ON THE TORONTO STOCK EXCHANGE UNDER THE SYMBOL “IMP” OFFICERS AND KEY PERSONNEL Patrick A. Blott Chairman and CEO Jennifer S. Bakken Exceutive Vice President and CFO Management’s Discussion and Analysis 1 For the year ended December 31, 2017 For purposes of this discussion, “Intermap®” or the “Company” refers to Intermap Technologies® Corporation and its subsidiaries. This management’s discussion and analysis (MD&A) is provided as of February 21, 2018 and should be read together with the Company’s audited Consolidated Financial Statements and the accompanying notes for the years ended December 31, 2017 and 2016. The results reported herein have been prepared in accordance with International Financial Reporting Standards (IFRS) and, unless otherwise noted, are expressed in United States dollars. Additional information relating to the Company, including the Company’s Annual Information Form (AIF), can be found on the Company’s Web site at www.intermap.com and on SEDAR at www.sedar.com. FORWARD-LOOKING STATEMENTS In the interest of providing the shareholders and potential investors of Intermap Technologies® Corporation (“Intermap” or the “Company”) with information about the Company and its subsidiaries, including management’s assessment of Intermap’s® and its subsidiaries’ future plans and operations, certain information provided in this MD&A constitutes forward-looking statements or information (collectively, “forward-looking statements”). Forward-looking statements are typically identified by words such as “may”, “will”, “should”, “could”, “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “target”, “believe”, and similar expressions suggesting future outcomes, and includes statements that actions, events, or conditions “may,” “would,” “could,” or “will” be taken or occur in the future. These forward-looking statements may be based on assumptions that the Company believes to be reasonable based on the information available on the date such statements are made, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties, and other factors which may cause actual results, levels of activity, and achievements to differ materially from those expressed or implied by such statements. The forward-looking information contained in this MD&A is based on certain assumptions and analysis by management of the Company in light of its experience and perception of historical trends, current conditions and expected future development and other factors that it believes are appropriate. The material factors and assumptions used to develop the forward-looking statements herein include, but are not limited to, the following: (i) there will be adequate liquidity available to the Company to carry out its operations; (ii) payments on material contracts will occur within a reasonable period of time after contract completion; (iii) the continued sales success of Intermap’s products and services; (iv) the continued success of business development activities; (v) there will be no significant delays in the development and commercialization of the Company’s products; (vi) the Company will continue to maintain sufficient and effective production and software development capabilities to compete on the attributes and cost of its products; (vii) there will be no significant reduction in the availability of qualified and cost-effective human resources; (viii) the continued existence and productivity of subsidiary operations; (ix) demand for geospatial related products and services will continue to grow in the foreseeable future; (x) there will be no significant barriers to the integration of the Company’s products and services into customers’ applications; (xi) the Company will be able to maintain compliance with applicable contractual and regulatory obligations and requirements, and (xii) superior technologies/products do not develop that would render the Company’s current product offerings obsolete. 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 2 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, including but not limited to those risks and uncertainties discussed under the heading “Risk Factors” in this MD&A and the Company’s other filings with securities regulators. The impact of any one risk, uncertainty, or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent, and the Company’s future course of action depends on Management’s assessment of all information available at the relevant time. Except to the extent required by law, the Company assumes no obligation to publicly update or revise any forward- looking statements made in this MD&A, whether as a result of new information, future events, or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on the Company’s behalf, are expressly qualified in their entirety by these cautionary statements. BUSINESS OVERVIEW Intermap is a global geospatial information company, creating a wide variety of geospatial solutions and analytics for its customers. Intermap is a premier worldwide provider of geospatial data solutions. Intermap currently generates revenue from three primary business activities, comprised of i) data acquisition and collection, using proprietary radar sensor technologies, ii) value-added data products and services, which leverage the Company’s proprietary NEXTMap® database, 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. These geospatial solutions are used in a wide range of applications including, but not limited to, location- based information, risk assessment, geographic information systems (GIS), engineering, utilities, global positioning systems (GPS) maps, oil and gas, renewable energy, hydrology, environmental planning, land management, wireless communications, transportation, advertising, and 3D visualization. Intermap has the ability to create its own digital 3D geospatial data using its proprietary multi-frequency radar mounted in Learjet aircraft. Intermap’s radar-based technology allows it to collect data at any time of the day, including under conditions such as cloud and tree cover, or darkness, which are conditions that limit most competitive technologies. The Company’s proprietary radar also enables data to be collected over larger areas, at higher collection speeds, and at accuracy levels that are difficult to achieve with competitive technologies. In addition to data collection, 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. The Company processes raw digital elevation and image data from its own and other sources to create three high resolution geospatial datasets that provide a ground-true foundation layer upon which accurate value-added products and services can be developed. The three high resolution data sets include digital surface models (DSM), digital terrain models (DTM), and orthorectified radar images (ORI). These datasets are further augmented with additional elevation and resolution data layers, and served to customers by web service to create other value-added products, such as viewsheds, line of sight maps, and orthorectified mosaic tiles. Unlike many geospatial companies, because of its unique acquisition and processing capability, Intermap retains exclusive ownership of its high resolution NEXTMap® database, which covers the entire globe. Intermap’s NEXTMap database, together with third party data and our in-house analytics team, provide a variety of applications and geospatial solutions for its customers. The NEXTMap database contains a fusion of proprietary multi-frequency radar imagery and data, including unique Interferometric Synthetic Aperture Radar (IFSAR)-derived data, proprietary data models, and purchased third-party data, collected from multiple commodity sensor technologies, such as light detection and ranging (LiDAR), 2017 Annual Report | Management’s Discussion and Analysis3 photogrammetry, satellite, and other available sources. The NEXTMap database also includes proprietary information developed by our analytical teams such as 3D city models, census data, real-time traffic, 3D road vectors, outdoor advertising assets, weather related hazards, points of interest, cellular towers, flood models and wildfire models. The Company generates revenue by licensing its geospatial products using its proprietary data, analytics, and applications for specific industries. FINANCIAL INFORMATION The following table sets forth selected financial information for the periods indicated. Selected Annual Information U.S. $ millions, except per share data 2017 2016 2015 Revenue: Acquisition services Value-added data Software and solutions Total revenue Operating income (loss) $ 14.9 2.8 1.6 $ 3.5 2.2 1.3 $ 3.8 3.8 1.0 $ 19.3 $ 7.0 $ 8.6 $ 1.3 $ (9.5) $ (9.2) Change in fair value of derivative instruments $ 0.1 $ 1.9 $ (2.6) Financing costs Net loss EPS basic and diluted (1) Adjusted EBITDA Assets: $ (2.5) $ (10.1) $ (6.7) $ (1.2) $ (15.3) $ (18.1) $ (0.08) $ (1.33) $ (1.66) $ 3.5 $ (7.2) $ (7.6) Cash and cash eqivalents, amounts receivable, unbilled revenue $ 6.9 $ 7.2 $ 3.1 Total assets Liabilities: $ 11.8 $ 9.0 $ 5.3 Long-term liabilities (including finance lease obligations) $ 26.8 $ 22.2 $ 7.8 Total liabilities $ 33.8 $ 33.6 $ 27.7 (1) Amounts have been adjusted following the rights offering and share consolidation that occurred during 2017. Revenue Consolidated revenue for the year ended December 31, 2017 totaled $19.3 million, compared to $7.0 million for the same period in 2016, representing a 174% increase. Approximately 65% of consolidated revenue was generated outside the United States, compared to 33% for the same period in 2016. Acquisition services revenue for the year ended December 31, 2017 totaled $14.9 million, compared to $3.5 million for the same period in 2016. The increase is due to new data acquisition contracts using our upgraded, high resolution, multi-frequency radar system, without similar sized contracts in the prior year. Value-added data revenue for the year ended December 31, 2017 was $2.8 million, an increase from the same period in 2016 which totaled $2.2 million. The increase primarily resulted from recurring service contracts that reflect growing global demand for our advanced data processing. Software and solutions revenue increased for the year ended December 31, 2017 to $1.6 million from $1.3 million for the same period in 2016. During 2017, the software and solutions customer base grew consistent with management expectations. 4 2017 Annual Report | Management’s Discussion and Analysis 4 Classification of Operating Costs The composition of the operating costs classification on the Consolidated Statements of Profit and Loss and Other Comprehensive Income is as follows: U.S. $ millions Personnel Purchased services & materials Facilities and other expenses Travel Personnel 2017 2016 $ $ 8.5 5.4 0.6 2.3 16.8 9.4 3.3 0.3 1.8 14.8 $ $ Personnel expense includes direct labor, employee compensation, employee benefits, and commissions. Personnel expense for the years ended December 31, 2017 and 2016, totaled $8.5 million and $9.4 million, respectively. The 9% year-over-year decrease in personnel expense is primarily due to the organizational restructuring initiated in 2016 and continued into 2017 which was designed to focus the Company’s resources on its core business. During 2017, the Company notified certain individual employees of its intent to discontinue their employment. The Company incurred $0.2 million in restructuring charges as a result of these reductions. The Company incurred $0.9 million in restructuring charges during 2016 by discontinuing employment for certain individual employees, including executive management. Non-cash compensation expense is included in operating costs and relates to the Company’s long-term incentive plan, share options, and shares granted to employees and non-employees. Non-cash share-based compensation for the years ended December 31, 2017 and 2016, remained unchanged at $0.3 million for each year. Purchased Services and Materials ) Purchased services and materials (PS&M) includes (i) aircraft and radar related costs, including jet fuel; (ii) professional and consulting costs; (iii) third-party support services related to the collection, processing and editing of the Company’s airborne radar data collection activities; (iv) third-party data collection activities (i.e. LiDAR, satellite imagery, air photo, etc.); and (v) third-party software expenses (including maintenance and support). For the years ended December 31, 2017 and 2016, PS&M expense was $5.4 million and $3.3 million, respectively. The increase is due to increased expenses for the incremental acquisition services projects. Facilities and Other Expenses For the years ended December 31, 2017 and 2016, facilities and other expenses were $0.6 million and $0.3 million, respectively. The increase was due to non-recurring payments to advisors supporting the corporate restructuring, offset by a decrease in rent expenses and general office overhead expenses during 2017. Travel For the years ended December 31, 2017 and 2016, travel expense was $2.3 million and $1.8 million, 5 respectively. The increase is due to travel incurred on the acquisition services projects. 2017 Annual Report | Management’s Discussion and Analysis 5 Adjusted EBITDA Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is not a recognized performance measure under IFRS. The term EBITDA consists of net income (loss) and excludes interest (financing costs), taxes, and depreciation. Adjusted EBITDA also excludes share-based compensation, change in fair value of derivative instruments, restructuring costs and related non-recurring payments supporting the corporate restructuring, and gain or loss on foreign currency translation. Adjusted EBITDA is included as a supplemental disclosure because Management believes that such measurement provides a better assessment of the Company’s operations on a continuing basis by eliminating certain non-cash charges and charges or gains that are nonrecurring. The most directly comparable measure to Adjusted EBITDA calculated in accordance with IFRS is net income (loss). The following is a reconciliation of the Company’s net loss to Adjusted EBITDA. U.S. $ millions Net loss Financing costs Income tax recovery Depreciation of property and equipment EBITDA Non-recurring payments Change in value of derivative instruments Restructuring costs Share-based compensation Loss on foreign currency translation Adjusted EBITDA 2017 2016 $ (1.2) 2.5 (0.1) 0.9 $ (15.3) 10.1 (2.4) 0.8 $ 2.1 $ (6.8) 0.8 (0.1) 0.2 0.3 0.2 0.2 (1.9) 0.9 0.3 0.1 $ 3.5 $ (7.2) Adjusted EBITDA for the year ended December 31, 2017 was positive $3.5 million, compared to negative $7.2 million for the same period in 2016. The increase in adjusted EBITDA is primarily attributable to an increase in revenue and the restructuring of operating costs. Financing Costs Financing costs for the year ended December 31, 2017 totaled $2.5 million, compared to $10.1 million for the same period in 2016. The decrease in year-over-year financing costs is attributable to the February 2015 note payable that was significantly discounted at inception and matured in February 2016, resulting in financing costs of $5.8 million being recognized in early 2016. The $2.5 million of financing costs recognized during the year ended December 31, 2017 related to the accretion of the notes payable that were restructured in December 2016. Depreciation of Property and Equipment Depreciation expense for the years ended December 31, 2017 and 2016 was $0.9 million and $0.8 million, respectively. The increase was due to placing the upgraded radar system into service during the third quarter of 2017. 7 Derivative Instruments The Company has issued non-broker warrants that are considered to be derivative liabilities as the warrants are exercisable in a currency (Canadian dollar) other than the Company’s functional currency (United States dollar). Accordingly, the warrants are measured at fair value at each reporting date, with changes in fair value included in the consolidated statement of profit and loss and other comprehensive income for the applicable reporting period. During the years ended December 31, 2017 and 2016, the change in the fair value of derivative instruments was a gain of $0.1 million and a gain of $1.9 million, respectively. 2017 Annual Report | Management’s Discussion and Analysis 6 See Selected Quarterly Information for the change recognized each reporting period. Gain (Loss) on Foreign Currency Translation The Company continuously monitors the level of foreign currency assets and liabilities carried on its consolidated balance sheet in an effort to minimize as much of the foreign currency translation exposure as possible. The difference between any amounts incurred in one currency and settled in a different currency is recognized as a gain or loss in the period it is settled. During the year ended December 31, 2017, a foreign currency translation loss of $214 thousand was recorded, compared to a loss of $105 thousand for the same period in 2016. Amounts Receivable and Unbilled Revenue Work is performed on contracts that provide invoicing upon the completion of identified contract milestones. Revenue on certain of these contracts is recognized using the percentage-of-completion method of accounting based on the ratio of costs incurred to date over the estimated total costs to complete the contract. While an effort is made to schedule payments on contracts in accordance with work performed, the completion of milestones does not always coincide with the costs incurred on a contract, resulting in revenue being recognized in excess of billings. These amounts are recorded in the consolidated balance sheets as unbilled revenue. Amounts receivable and unbilled revenue increased from $0.6 million at December 31, 2016, to $0.7 million at December 31, 2017. Trade amounts receivable due in the current period represent 99% and 93% of total amounts receivable at December 31, 2017 and 2016, respectively. Trade amounts receivable aged greater than 90 days relate to historically slow paying, but reliable customers. The Company reviews the amounts receivable aging monthly and monitors the payment status of each invoice. The Company also communicates with slow paying or delinquent customers on a regular basis regarding the schedule of future payments. At the balance sheet date, $Nil has been reserved as uncollectible as all amounts receivable balances greater than 90 days are considered to be collectible. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities generally include trade payables, project-related accruals, personnel-related costs, and interest on outstanding debt obligations. Accounts payable and accrued liabilities increased to $4.0 million at December 31, 2017, from $3.6 million at December 31, 2016. U.S. $ millions Accounts payable Accrued liablities December 31, 2017 December 31, 2016 $ $ 1.9 2.1 4.0 2.3 1.3 3.6 $ $ The accounts payable balance decreased from $2.3 million at December 31, 2016 to $1.9 million at December 31, 2017 due to the timing of trade payables payments. The accrued liabilities balance increased to $2.1 million at December 31, 2017 from $1.3 million at December 31, 2016. The increase is due primarily to unbilled costs associated with the radar system upgrade and personnel related accruals. Notes Payable The notes payable balance of $26.5 million at December 31, 2017 reflects the debt restructuring that occurred during the fourth quarter of 2016 and the first quarter of 2017 as follows:   10 2017 Annual Report | Management’s Discussion and Analysis 7 • • During the fourth quarter of 2016, the Company restructured the outstanding notes (July 8, 2016 note for $2.0 million and September 15, 2016 note for $25.8 million), which resulted in the extension of the maturity date to September 1, 2020 and the elimination of the interest. The restructuring also included the elimination of a 17.5% royalty agreement. The fair value of the notes at December 31, 2017 reflected in the balance sheet is $24.0 million, and is subject to prepayment provisions if the Company builds excess cash; if the Company’s aggregate cash and cash equivalents balance exceeds $10.0 million at the end of any calendar quarter, 50% of the balance greater than $10.0 million must be applied to reduce debt against the outstanding notes payable. During the first quarter of 2017, $2.9 million of proceeds from a Rights Offering was used to partially repay a $6.0 million Bridge Loan, received on December 14, 2016. The balance of the Bridge Loan was converted into a non-interest bearing note payable due September 1, 2020. The fair value of the note payable at December 31, 2017 was $2.5 million, following the recognition of a $0.7 million gain on the modification of the Bridge Loan, which was credited to contributed surplus. Additionally, the note is subject to the same prepayment provisions as the Company’s other debt, should the Company build excess cash; if the Company’s aggregate cash and cash equivalents balance exceeds $10.0 million at the end of any calendar quarter, 50% of the balance greater than $10.0 million must be pre-paid against the outstanding notes payable. (See Note 7(a) to the Consolidated Financial Statements for further discussion of the terms of the notes and Rights Offering). The notes payable balance of $27.7 million at December 31, 2016 reflects the debt restructuring that occurred during 2016 as follows: • • • • During the first quarter of 2016, the February 23, 2015 note for $7.3 million and related accrued interest of $1.8 million were consolidated into a new note payable dated March 3, 2016 totaling $9.1 million; simple interest payable at maturity at an annual rate of 15%. Additionally, effective interest of $7.3 million from a 17.5% royalty on net revenues, which is a component of the February 23, 2015 financing, was included in Notes Payable as it was considered a perpetual debt instrument with a floating interest rate. Effective December 14, 2016, the royalty payment requirements were eliminated. During the second quarter of 2016, the debt financing that occurred on January 14, 2015 for $0.5 million and accrued interest of $0.1 million was paid to the holder. Also, three debt financings that occurred during 2015 (the April 2, 2015 financing in the amount of $1.5 million; simple interest payable at maturity at an annual rate of 20%, the April 28, 2015 financing in the amount of $2.5 million; simple interest payable at maturity at an annual rate of 20%, and the July 13, 2015 financing in the amount of $3.0 million; simple interest payable at maturity at an annual rate of 15%) were consolidated into a new note payable dated April 12, 2016 totaling $13.2 million; simple interest payable at maturity at an annual rate of 15%. During the third quarter of 2016, the Company issued two notes. The first debt financing occurred on July 8, 2016 for $2.0 million; simple interest payable at maturity at an annual rate of 15%. Two debt financings that occurred during the first and second quarter of 2016 (the March 2, 2016 financing in the amount of $9.1 million; simple interest payable at maturity at an annual rate of 15%, and the April 12, 2016 financing in the amount of $13.2 million; simple interest payable at maturity at an annual rate of 15%) plus related accrued interest of $1.5 million and an additional $2.0 million debt financing were consolidated into a new note payable dated September 15, 2016 totaling $25.8 million; simple interest payable at maturity at an annual rate of 15%. During the fourth quarter of 2016, the Company restructured the current outstanding notes (the July 8, 2016 note for $2.0 million and the September 15, 2016 note for $25.8 million), which resulted in the extension of the maturity date to September 1, 2020 and the elimination of all interest and cash sweep requirements. The restructuring also included the elimination of the 17.5% royalty agreement 2017 Annual Report | Management’s Discussion and Analysis8 (See Note 7(a) to the Consolidated Financial Statements for further discussion of the terms of the notes). Additionally, the Company received a $6.0 million Bridge Loan on December 14, 2016. The loan is payable on the earlier of March 31, 2017 or the completion of the Rights Offering, which closed on March 30, 2017. All of the proceeds of the Rights Offering were used to pay down the Bridge Loan, and any amounts outstanding after the Rights Offering were converted into a term loan due September 1, 2020. The Bridge Loan was non-interest bearing. Each of the December 2016 notes is subject to prepayment provisions as described above. Project Financing The project financing balance at December 31, 2017 increased slightly to $1.5 million from $1.4 million at December 31, 2016. The increase is due to accrued interest. Unearned Revenue and Deposits The unearned revenue balance at December 31, 2017 increased to $1.6 million from $0.5 million at December 31, 2016. This balance consists of payments received from customers for contracts that are in progress and have not yet fulfilled the necessary revenue recognition criteria. QUARTERLY FINANCIAL INFORMATION Selected Quarterly Information The following table sets forth selected quarterly financial information for Intermap’s eight most recent fiscal quarters. This information is unaudited, but reflects all adjustments of a normal, recurring nature that are, in the opinion of Management, necessary to present a fair statement of Intermap’s consolidated results of operations for the periods presented. Quarter-to-quarter comparisons of Intermap’s financial results are not necessarily meaningful and should not be relied on as an indication of future performance. U.S. $ millions, except per share data Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Total revenue Depreciation Financing costs Change in fair value of derivative intruments $ 1.4 $ 0.9 $ 3.3 $ 1.4 $ 2.6 $ 4.5 $ 6.3 $ 5.9 $ 0.2 $ 0.2 $ 0.2 $ 0.2 $ 0.2 $ 0.1 $ 0.3 $ 0.3 $ 6.6 $ 1.0 $ 1.4 $ 1.1 $ 0.7 $ 0.6 $ 0.6 $ 0.6 $ (0.1) $ (0.7) $ (0.6) $ (0.5) $ (0.1) $ - $ - $ - Operating income (loss) $ (2.7) $ (3.5) $ (1.0) $ (2.3) $ (1.5) $ (0.2) $ 1.8 Net income (loss) $ (9.3) $ (3.8) $ (2.0) $ (0.2) $ (1.9) $ (0.9) $ 1.1 $ 1.2 $ 0.5 Net income (loss) per share - basic and diluted (1) $ (0.81) $ (0.33) $ (0.17) $ (0.02) $ (0.13) $ (0.06) $ 0.07 $ 0.04 Adjusted EBITDA $ (2.3) $ (3.3) $ (0.8) $ (0.8) $ (0.8) $ 0.3 $ 2.1 $ 1.9 (1) Amounts have been adjusted following the rights offering and share consolidation that occurred during 2017. Revenue Consolidated revenue for the fourth quarter of 2017 totaled $5.9 million, compared to $1.4 million for the same period in 2016, representing a 297% increase. Approximately 79% of consolidated revenue was generated outside the United States during the fourth quarter of 2017, compared to 29% for the same period in 2016. Acquisition services revenue for the quarter ended December 31, 2017 totaled $4.6 million, compared to $0.8 million for the same period in 2016. The increase is due to new data acquisition contracts using our upgraded, high resolution, multi-frequency radar system. 12 2017 Annual Report | Management’s Discussion and Analysis 9 Value-added data revenue for the quarter ended December 31, 2017 was $0.8 million, an increase from the same period in 2016 which totaled $0.4 million. The increase primarily resulted from recurring service contracts that reflect growing global demand for our advanced data processing. Software and solutions revenue increased for the quarter ended December 31, 2017 to $0.5 million from $0.2 million for the same period in 2016. During the fourth quarter of 2017, the software and solutions customer base grew consistent with management expectations. Personnel Personnel expense for the three-month periods ended December 31, 2017 and 2016, totaled $2.5 million and $1.7 million, respectively. The increase in personnel expense is primarily due to bonuses earned by employees during the fourth quarter of 2017 with no corresponding expense in 2016. Non-cash share-based compensation for the quarters ended December 31, 2017 and 2016, remained unchanged at $0.1 million for each quarter. Purchased Services and Materials For the three-month periods ended December 31, 2017 and 2016, PS&M expense was $1.2 million and $0.1 million, respectively. The increase is directly related to direct costs associated with the increase in acquisition services revenue. Facilities and Other Expenses For the three-month periods ended December 31, 2017 and 2016, facilities and other expenses were $0.5 million and $0.7 million, respectively. The decrease was due the timing of the payments to advisors supporting the corporate restructuring. Travel For the quarters ended December 31, 2017 and 2016, travel expense was $0.1 million for both periods. CONTRACTUAL OBLIGATIONS Contractual obligations include (i) operating leases on office locations; (ii) notes payable; and (iii) finance leases on computer equipment and software. Principal and interest repayments of these obligations are as follows: Payments due by Period (US $ thousands) Contractual obligations Operating leases Notes payable Project financing Finance leases Total Total $ 1,101 33,914 1,494 27 36,536 $ $ 1 - 3 years 614 33,914 191 15 34,734 $ 4 - 5 years After 5 years - $ - - - $ - - $ - - - $ - Less than 1 year 487 $ - 1,303 12 1,802 $ 13 2017 Annual Report | Management’s Discussion and Analysis 10 LIQUIDITY AND CAPITAL RESOURCES Management continually assesses liquidity in terms of the ability to generate sufficient cash flow to fund the business. Net cash flow is affected by the following items: (i) operating activities, including the level of amounts receivable, unbilled receivables, accounts payable, accrued liabilities and unearned revenue and deposits; (ii) investing activities, including the purchase of property and equipment; and (iii) financing activities, including debt financing and the issuance of capital stock. Cash provided by operations during the year ended December 31, 2017 totaled $3.5 million, compared to cash used in operations of $8.1 million during the same period in 2016. The year-over-year increase in cash provided of $12.1 million is due primarily to the increase in revenue and unearned revenue. Net cash used in investing activities totaled $3.5 million for the year ended December 31, 2017, compared to $0.3 million during the same period in 2016. Net cash used in investing activities in 2017 related to the purchase of computer related equipment and radar system upgrades. Net cash used in investing activities in 2016 related to the purchase of computer related equipment. Net cash used in financing activities totaled $0.2 million for the year ended December 31, 2017 compared to net cash generated from financing activities of $14.9 million during the same period in 2016. The net cash used during the year ended December 31, 2017 resulted from $164 thousand of issuance costs and the repayment of finance leases of $56 thousand. The net cash generated during the year ended December 31, 2016 resulted from the closing of a debt financing totaling $15.0 million and $0.8 million restricted cash adjustment, offset by $0.2 million of issuance costs, repayment of long term debt and finance leases of $0.1 million, and repayment of a notes payable of $0.6 million. The cash position of the Company at December 31, 2017 was $6.4 million, compared to $6.5 million at December 31, 2016. Working capital improved to positive $0.3 million as of December 31, 2017, from negative $3.8 million as of December 31, 2016, primarily due to the reduction of $5.9 million of current portion of notes payable, offset by an increase in unearned revenue of $1.1 million. During the year ended December 31, 2017, the Company generated operating income of $1.3 million, incurred positive adjusted EBITDA of $3.5 million, and positive cash flow from operations of $3.5 million. Revenue for the year ended December 31, 2017 was $19.3 million, which represents a $12.3 million increase in revenue from the same period in 2016. At December 31, 2017, the Company has a shareholders’ deficiency of $22.0 million that was generated by prior years’ accumulated losses. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Revenue Recognition Revenue is recognized when (i) persuasive evidence of an arrangement exists; (ii) the significant risks and rewards of ownership, including managerial involvement, have been transferred to the buyer; (iii) the amount of revenue can be measured reliably; and (iv) costs incurred or to be incurred can be measured reliably. Billings in excess of revenue are recorded as unearned revenue. Revenue recognized in excess of billings is recorded as unbilled revenue. Goods Sold Revenue from the sale of data licenses in the ordinary course of business is measured at the fair value of the consideration received or receivable. Software Subscriptions Revenue from software sold on a subscription basis is recognized straight-line over the term of the agreement. 2017 Annual Report | Management’s Discussion and Analysis11 Fixed-price Contracts Revenue from fixed-price contracts is recognized using the percentage-of-completion method, based on the ratio of costs incurred to estimated final contract costs. The use of the percentage of completion method requires estimates to determine the cost to complete each contract. These estimates are reviewed monthly and adjusted as necessary. Provisions for estimated losses, if any, are recognized in the period in which the loss is determined. Contract losses are measured in the amount by which the estimated costs of the related project exceed the estimated total revenue for the project. Multiple Component Arrangements When a single sales transaction requires the delivery of more than one product or service (multiple components), the revenue recognition criteria are applied separately to identifiable components. A component is considered to be separately identifiable if the product or service delivered has stand-alone value to that customer and the fair value associated with the product or service can be measured reliably. The amount recognized as revenue for each component is the fair value of the element in relation to the fair value of the arrangement as a whole. Data Library (NEXTMap) The Company maintains a data library, which is the result of the acquisition and processing of digital map data. Ownership rights to this data are typically retained by the Company and the data is licensed to customers. Although the carrying value of the data library at December 31, 2017 is $Nil, management believes the asset generates significant value to the Company and the solutions it provides. In accordance with IFRS, the Company will review each reporting period for indications that an adjustment to the carrying value may be necessary. Use of Estimates Preparing financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates. Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year include the following: Depreciation and amortization rates In calculating the depreciation and amortization expense, management is required to make estimates of the expected useful lives of property and equipment and intangible assets. Amounts receivable The Company uses historical trends and performs specific account assessments when determining the allowance for doubtful accounts. These accounting estimates are in respect to the amounts receivable line item in the Company’s consolidated balance sheet. At December 31, 2017, amounts receivable represented 4% of total assets. The estimate of the Company’s allowance for doubtful accounts could change from period to period due to the allowance being a function of the balance and composition of amounts receivable. 2017 Annual Report | Management’s Discussion and Analysis12 Share-based compensation The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of share- based compensation. The following assumptions are used in the model: dividend yield; expected volatility; risk-free interest rate; expected option life; and fair value. Changes to assumptions used to determine the grant date fair value of share-based compensation awards can affect the amounts recognized in the consolidated financial statements. Derivative financial instruments The Company has determined that its functional currency is the United States dollar and has issued (i) non- broker warrants, and (ii) debt with a conversion option denominated in a currency other than its functional currency. The Company measures the cost of the derivative financial instruments by reference to the fair value of the instruments at the date at which they are granted and revalues them at each reporting date. In determining the fair value of the non-broker warrants, the Company used the Black-Scholes option pricing model with the following assumptions: average volatility rate; market price at the reporting date; risk-free interest rate; the remaining expected life of the warrant; and an exchange rate at the reporting date. The inputs used in the Black-Scholes model are taken from observable markets. Any impact reported has no net effect on cash flows or the operating results of the Company. Provisions A provision is recognized, if as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the future settlement were to adversely differ from management’s expectations, the Company could incur either an additional expense or reversal of the expense previously recorded. Compound financial instruments The Company has issued compound financial instruments which comprise convertible notes denominated in United States dollars that can be converted to share capital at the option of the holder. The valuation and accounting for the notes is complex and requires the application of management estimates and judgments with respect to the determination of appropriate valuation models, certain assumptions applied within such valuation models, and certain aspects of the accounting method applied on initial recognition. Notes Payable The Company has issued long-term promissory notes with no stated interest obligation. The valuation and accounting for the zero-interest notes is complex and requires the application of management estimates and judgments with respect to the determination of appropriate valuation method applied on initial recognition. The assumptions and models used for estimating fair value of the note transactions are disclosed in Note 7(a) to the Consolidated Financial Statements. Revenue Changes to the assumptions used to measure revenue could impact the amount of revenue recognized in the consolidated financial statements. 2017 Annual Report | Management’s Discussion and Analysis13 NEW ACCOUNTING STANDARDS AND INTERPRETATIONS The Company adopted the following new accounting standards and amendments which are effective for the Company’s interim and annual consolidated financial statements commencing January 1, 2017. Amendments to IAS 7, Statement of Cash Flows In January 2016, the IASB issued amendments to IAS 7. These amendments require entities to provide disclosures that help users of the financial statements to better understand changes in liabilities that arise from financing activities, including both changes arising from cash flow and non-cash changes. The Company adopted the amendments to IAS 7 in its financial statements for the annual period beginning on January 1, 2017. To meet the disclosure requirement, the Company provided a reconciliation of the opening and closing balances of liabilities arising from financing activities (See Note 7 to the Consolidated Financial Statements). Amendments to IAS 12, Income Taxes In January 2016, the IASB issued amendments to IAS 12. The amendments clarify the accounting for deferred tax assets for unrealized losses on debt instruments measured at fair value. These amendments are to be applied retrospectively for annual periods beginning on or after January 1, 2017. The Company adopted the amendments to IAS 12 in its financial statements for the annual period beginning on January 1, 2017. The adoption of these amendments did not have a material impact on the consolidated financial statements. FUTURE ACCOUNTING STANDARDS AND INTERPRETATIONS The IASB and International Financial Reporting Interpretations Committee (IFRIC) issued the following standards that have not been applied in preparing these Consolidated Financial Statements, as their effective dates fall within annual periods beginning after the current reporting period. IFRS 9, Financial Instruments In July 2014, the IASB issued the final version of IFRS 9, bringing together the classification and measurement, impairment and hedge accounting phases of the project to replace IAS 39, Financial Instruments: Recognition and Measurement. This standard simplifies the classification of a financial asset as either at amortized cost or at fair value as opposed to the multiple classifications which were permitted under IAS 39. This standard also requires the use of a single impairment method as opposed to the multiple methods in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The standard also adds guidance on the classification and measurement of financial liabilities. IFRS 9 is to be applied retrospectively for annual periods beginning on or after January 1, 2018. Early application is permitted. The Company does not expect the adoption of this standard will have a material impact on the consolidated financial statements. IFRS 15, Revenue from Contracts with Customers In May 2014, the IASB issued IFRS 15, which provides a single, principles-based five-step model for revenue recognition to be applied to all customer contracts, and requires enhanced disclosures. The standard also provides guidance relating to recognition of customer acquisition costs. In April 2016, the IASB issued Clarifications to IFRS 15 in relation to the identification of performance obligations, principal versus agent considerations, as well as licensing application guidance. This standard will be effective January 1, 2018 and allows early adoption. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. 2017 Annual Report | Management’s Discussion and Analysis14 The Company is finalizing its assessment of the impact of the adoption of this new revenue standard on the consolidated financial statements and related disclosures. Based on the results of the evaluation performed to date, the Company has not identified any changes which will have a material impact on the consolidated financial statements. Similarly, the Company has not identified any significant impact on the business processes, controls and systems. The Company will need to provide expanded disclosures relating to the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. The Company is in the process of finalizing the documentation of the accounting policies and has adopted the new standard effective January 1, 2018 using the modified retrospective approach. IFRS 16, Leases In January 2016, the International Accounting Standards Board issued IFRS 16, Leases, which specifies how to recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Consistent with its predecessor, IAS 17, the new lease standard continues to require lessors to classify leases as operating or finance. IFRS 16 is to be applied retrospectively for annual periods beginning on or after January 1, 2019. Earlier application is permitted if IFRS 15 Revenue from contract with customers has also been applied. The Company does not intend to adopt this standard early and is currently evaluating the impact of adopting this standard. The Company does expect the adoption of this standard to increase assets and liabilities as it will be required to record a right-of-use asset and a corresponding liability in the consolidated financial statements. OUTSTANDING SHARE DATA The Company’s authorized capital consists of an unlimited number of Class A common shares without par value and an unlimited number of Class A participating preferred shares without par value. At the close of business on February 21, 2018, 16,396,289 Class A common shares were issued and outstanding. There are no preferred shares currently issued and outstanding. As of February 21, 2018, potential dilutive securities include (i) 1,391,454 outstanding share options in the Company’s share option plan with a weighted average exercise price of C$1.08, and (ii) 1,632,366 warrants outstanding with a weighted average exercise price of USD$0.87. Each option and warrant entitles the holder to purchase one Class A common share. Directors of the Company purchased an aggregate of 458,908 warrants from an arm’s length holder of such warrants in January 2017. The warrants were subject to adjustment and resulted in 546,456 warrants currently being held by current Directors of the Company following the Rights Offering that was completed on March 30, 2017. INTERNAL CONTROLS AND DISCLOSURE CONTROLS AND PROCEDURES Internal Control over Financial Reporting The Company’s Chairman and Chief Executive Officer and the Company’s Chief Financial Officer have designed, or have caused to be designed under their supervision, internal control over financial reporting as defined under National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s Chairman and Chief Executive Officer and the Company’s Chief Financial Officer have evaluated, or caused to be evaluated under their supervision, the effectiveness of the Company’s internal control over financial reporting and have determined, based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (2013) and on this evaluation, that such internal controls over financial reporting were effective at December 31, 2017. 2017 Annual Report | Management’s Discussion and Analysis15 Changes in Internal Control over Financial Reporting There have been no significant changes in the design of internal control over financial reporting that occurred during the year ended December 31, 2017, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Disclosure Controls and Procedures The Company’s Chairman and Chief Executive Officer and the Company’s Chief Financial Officer have designed, or have caused to be designed under their supervision, disclosure controls and procedures to provide reasonable assurance that material information relating to the Company has been made known to them and that information required to be disclosed in the Company’s annual filings, interim filings or other reports filed by it or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified by applicable securities legislation. The Company’s Chairman and Chief Executive Officer and the Company’s Chief Financial Officer have evaluated, or caused to be evaluated under their supervision, the effectiveness of the Company’s disclosure controls and procedures and have determined, based on that evaluation, that such disclosure controls and procedures were effective at December 31, 2017. RISKS AND UNCERTAINTIES The risks and uncertainties described below are not exhaustive. Additional risks not presently known currently deemed immaterial may also impair the Company’s business operation. If any of the events described in the following business risks actually occur, overall business, operating results, and the financial condition of the Company could be materially adversely affected. Availability of Capital The Company cannot be certain that cash generated from its operations will be sufficient to satisfy its liquidity requirements and it may need to raise capital by selling additional equity and/or by securing credit facilities. The Company’s future capital requirements will depend on many factors, including, but not limited to, the market acceptance of its products and services. 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 Company. 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 Company’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 Company’s results to vary significantly between fiscal years and between quarters in the same fiscal year. Nature of Government Contracts Intermap conducts a significant portion of its business either directly 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. 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. 2017 Annual Report | Management’s Discussion and Analysis16 Project Finance Facilities Intermap’s contracts may include significant down payments and the commencement of work under such contracts may be dependent on the finalization of a third-party project finance facility to provide for the down payment and progress payments under the terms of the contract. While the Company expects that such financing facilities will be finalized in a reasonable period of time from the date of contract completion, Intermap is typically not a party to the financing facility negotiations and both finalization and timing of the financing facility is therefore outside of the Company’s control. No assurance can be given that any required financing facility will ultimately be completed subsequent to contract finalization. Foreign Operations A significant portion of Intermap’s revenue is expected to come from customers outside of the United States 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. Intermap relies on contract prepayments or letters of credit to secure payment from certain of its customers when deemed necessary. If deemed necessary, the Company could secure export credit insurance on certain of its international receivables, which greatly reduces the commercial and political risks of operating outside of North America. General Economic Trends The worldwide economic slowdown and tightening of credit in the financial markets may impact the business of our customers, which could have an adverse effect on Intermap’s business, financial condition, or results of operations. Adverse changes in general economic or political conditions in any of the major countries in which the Company does business could also adversely affect Intermap’s operating results. Key Customers During 2017, the Company had two key customers that accounted for 77% of total revenue. During 2016, 50% 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. Executive Talent Intermap is focused on aligning its resources with its acquisition services, value added data and software and solutions revenue opportunities. This realignment requires the retention of executive talent. The Company will continue to invest in training and leadership development to retain talent. Although Intermap has a talented team of experienced executives, it may not be able to further develop executive talent internally or attract and retain enough executive talent to effectively manage the anticipated growth and changes within the Company. Competing Technologies With respect to the Company’s software applications, several direct and indirect competitors are currently in the market with product offerings that could be considered at least partially competitive to Intermap’s products. These potential competitors vary in size and could have greater technical and/or financial resources than the Company, to develop and market their products. The financial performance of the Company may be adversely affected by such competition. Additionally, no assurances can be given that additional direct competitors to the Company may not be formed or that the Company may not lose some or all of its contracts with existing or future customers, thereby decreasing its ability to compete. Also, existing and future customers may have, or may develop, in-house solutions that could take the place of the Company’s software applications. Any adverse change in the business relationships with the Company’s customers or partners could have a material adverse impact on the Company’s software applications business and its future prospects. 2017 Annual Report | Management’s Discussion and Analysis17 With respect to the Company’s radar data acquisition business, it is possible that commercially available satellite images could, in the future, match or come close to the image resolution offered by the Company’s radar technology. Intermap continues to evaluate its data collection capabilities and look for improvements to the performance of its radar technology. Although there are only a few direct Intermap competitors currently, the industry is characterized by rapid technological progress. Intermap’s ability to continue to develop and introduce new products and services, or incorporate enhancements to existing products and services, may require significant additional research and development expenditures and investments in support infrastructure. Another approach to production of digital elevation models is the use of auto correlation software to analyze common points in two or more optical images of the same area taken from different viewing angles. Essentially this is the same principle that is used by technicians as they extract elevation points using stereo photogrammetric techniques, but in this case, it is automated using computer software image matching algorithms. This process is well known and has been used with limited success over small areas. Advances in computing power, coupled with massive storage solutions, may make this technology useful over larger areas in the future, and if so, could represent a significant competing technology. Any required additional financing needed by the Company to remain competitive with these other technologies may not be available or, if available, may not be on terms satisfactory to the Company. Common Share Price Volatility The market price of the Company’s common shares has fluctuated widely in recent periods and is likely to continue to be volatile. A number of factors can affect the market price of Intermap’s common stock including (i) actual or anticipated variations in operating results, (ii) the low daily trading volume of the Company’s stock, (iii) announcement of technological innovations or new products by the Company or its competitors, (iv) competition, including pricing pressures and the potential impact of competitors products on sales, (v) changing conditions in the geospatial and related industries, (vi) unexpected production difficulties, (vii) changes in financial estimates or recommendations by stock market analysts regarding Intermap or its competitors, (viii) announcements by Intermap or its competitors of acquisitions, strategic partnerships, or joint ventures, (ix) additions or departures of senior management, (x) changes in economic or political conditions (xi) the selling of significant holdings by large investors, and (xii) the financing terms of existing large debt holders of the Company. Loss of Proprietary Information Intermap does not currently hold patents on the technology used in its operations and relies principally on trade secrets, know-how, expertise, experience, and the marketing ability of its personnel to remain competitive. Although Intermap requires all employees, consultants, and third parties to agree to keep its proprietary information confidential, no assurance can be given that the steps taken by Intermap will be effective in deterring misappropriation of its technologies. Additionally, no assurance can be given that employees or consultants will not challenge the legitimacy or scope of their confidentiality obligations, or that third parties, in time, could not independently develop and deploy equivalent or superior technologies. Software Functionality Defects in the Company’s software applications, delays in delivery, and failures or mistakes in the Company’s software code could materially harm the Company’s business, including customer relationships and operating results. Internet and System Infrastructure Functionality The end customers of the Company’s software applications depend on internet service providers, online service providers and the Company’s infrastructure for access to the software applications the Company provides to its customers. These services are subject to service outages and delays due to system failures, 2017 Annual Report | Management’s Discussion and Analysis18 stability or interruption. As a result, the Company may not be able to meet a satisfactory level of service as agreed to with its customers, which could have a material adverse effect on the Company’s business, revenues, operating results and financial condition. Information Technology Security The Company’s software applications are dependent on its ability to protect its computer equipment and the information stored in its data centers against damage that may be caused by fire, power loss, telecommunication failures, unauthorized intrusion, computer viruses, disabling devices and other similar events. A failure in the Company’s production systems or a disaster or other event affecting production systems or business operations, both internally and externally, could result in a disruption to the Company’s software services. Such a disruption could also impact the Company’s reputation and cause it to lose customers, revenue, face litigation, or necessitate customer service/repair work that would involve substantial costs and could ultimately have a material impact on the Company. Intermap’s geospatial database has become a valuable asset to the Company. While Intermap has invested in database management, information technology security, firewalls, and offsite duplicate storage, there is a risk of a loss of data through unauthorized access or a customer violating the terms of the Company’s end user licensing agreements and distributing unauthorized copies of its data. Intermap has, and will continue to invest, in both legal resources to strengthen its licensing agreements with its customers and in overall information technology protection. Cybersecurity The Company’s software applications and geospatial database are dependent upon protection against damage or loss that may be caused by a cyberattack. Loss or theft of the Company’s geospatial database could result in lost revenue or the ability of a competitor to provide competing software solutions. A hostile Denial of Service (DoS) action could disrupt the Company’s software services. Such a disruption could impact the Company’s reputation and cause it to lose customers, revenue, face litigation, or necessitate customer service/repair work that would involve substantial costs and could ultimately have a material impact on the Company. Intermap has invested in database management, information technology security, and firewalls to mitigate the risk of loss or theft of the Company’s data. Further investments have been made to prevent DoS activities, including the use of Microsoft’s Azure environment and the security it offers, and improvements to the software services’ defenses against such attacks. The Company undertakes periodic reviews of its information technology infrastructure and security policies using the SANS CIS Critical Security Controls as a framework. The areas of focus for review pertain to user and system authentication and access; internal network configuration and security; data storage resiliency and security; and hosted application access security. These periodic reviews serve to proactively shore up areas of vulnerability and ensure policies are effective and enforced. However, the risk cannot be eliminated entirely, and the Company has invested in insurance to mitigate loss in the event of a cyberattack. Breakdown of Strategic Alliances Intermap has fostered a number of key alliances over the past several years and intends to enter into new alliances in the future. The Company believes these new alliances will help enable access to significant scalable markets that would not otherwise be accessible in a timely manner. The breakdown or termination of some or all of those alliances could have a material impact on the Company. At this time, the Company is not aware of any material issues in its strategic relationships. Should any one of these companies be unable to continue its alliance with Intermap, or otherwise choose to dissolve the relationship, the Company would seek to replace the connection with other entities, but there is no guarantee such replacement would occur. 2017 Annual Report | Management’s Discussion and Analysis19 Exporting Products – Political Considerations Intermap’s data collection systems contain technology that is classified as a defense article under the International Traffic and Arms Regulations. All mapping efforts undertaken outside the United States, therefore, constitute a temporary export of a defense article, requiring prior written approval by the United States Department of State for each country within which mapping operations are to be performed. The Company does not currently anticipate that requirements for export permits will have a material impact on the Company’s operations, although either government policy or government relations with select foreign countries may change to the point of affecting the Company’s operational opportunities. The data produced by Intermap’s IFSAR radar system falls under Department of Commerce regulations and is virtually unrestricted. Foreign Operations A significant portion of Intermap’s revenue is expected to come from customers outside of the United States 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. Intermap relies on contract prepayments or letters of credit to secure payment from certain of its customers when deemed necessary. The Company has in the past secured export credit insurance on certain of its international receivables, which greatly reduces the commercial and political risks of operating outside of North America. Environmental Regulation Changes in environmental regulation could have an adverse effect on the Company’s airborne data acquisition services business. For example, requirements for cleaner burning aircraft fuel could result in increased costs which could impact the Company’s pricing model for acquisition services projects. The complexity and breadth of environmental and climate change related issues make it extremely difficult to predict the potential impact on the Company. Compliance with environmental regulation can be costly, and non-compliance can result in fines, penalties and loss of licenses. Political Instability Intermap understands that not every region enjoys the political stability that is taken for granted in North America. Political or significant instability in a region where Intermap is conducting data collection activities, or where Intermap has clients, could adversely impact Intermap’s business. Regulatory Approvals The development and application of certain of the Company’s products requires the approval of applicable regulatory authorities. A failure to obtain such approval on a timely basis, or material conditions imposed by such authority in connection with the approval, would materially affect the prospects of the Company. Aircraft / Radar Lost or Damaged Although the Company believes that the probability of one of the Company’s aircraft or radar sustaining significant damage or being lost in its entirety is extremely low, such damage or loss could occur. The Company expects to have available to it, for data collection purposes, one additional aircraft at any given time. The risk to the Company of loss from the damage of an aircraft is therefore considered to be minimal. In the event that a radar mapping system is lost in its entirety through the destruction of the aircraft, it would take the Company approximately six to nine months to replace the lost equipment, if required. 2017 Annual Report | Management’s Discussion and Analysis20 Global Positioning System (GPS) Failure GPS satellites have been available to the commercial market for many years. The continued unrestricted access to the signals produced by these GPS satellites is a requirement in the collection of the Company’s IFSAR data. A loss of GPS would have such a global impact that it is believed that controlling authorities would almost certainly make another system available to GPS receivers in relatively short order. Information Openly Available to the Public The Company accesses information available to the public via the Internet and may incorporate portions of such information into its products. If a source of public information determined that the Company was profiting from free information, there is risk it could seek compensation. Force Majeure The Company’s projects may be adversely affected by risks outside the control of the Company including labor unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics, or quarantine restrictions. Additional Information Additional risk factors may be detailed in the Company’s Annual Information Form, which can be found on the Company’s Web site at www.intermap.com and on SEDAR at www.sedar.com. 2017 Annual Report | Management’s Discussion and Analysis21 THIS PAGE INTENTIONALLY LEFT BLANK. 22 Management’s Report The accompanying financial statements of Intermap Technologies Corporation and all the information in this annual report are the responsibility of the Company‘s management. The consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, using best estimates and judgments, where appropriate. Management has prepared the financial information presented elsewhere in this annual report and has ensured that it is consistent with the financial statements. Management maintains appropriate systems of internal control that provide reasonable assurance that assets are adequately safeguarded and that the financial reports are sufficiently well-maintained for the timely preparation of the consolidated financial statements. The Audit Committee members, all of whom are non-management directors, are appointed by the Board of Directors. The Committee has reviewed these statements with the Auditors and management. The Board of Directors has approved the financial statements of the Company, which are contained in this report. Patrick A. Blott Chairman of the Board and Chief Executive Officer Jennifer S. Bakken Executive Vice President and Chief Financial Officer 23 THIS PAGE INTENTIONALLY LEFT BLANK. 24 Independent Auditors’ Report TO THE SHAREHOLDERS OF INTERMAP TECHNOLOGIES CORPORATION We have audited the accompanying consolidated financial statements of Intermap Technologies Corporation, which comprise the consolidated balance sheets as at December 31, 2017 and December 31, 2016, the consolidated statements of profit and loss and other comprehensive income, changes in shareholders’ deficiency and cash flows for the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Opinion entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on In our opinion, the consolidated financial statements present fairly, in all material respects, the the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of consolidated financial position of Intermap Technologies Corporation as at December 31, 2010 and accounting policies used and the reasonableness of accounting estimates made by management, as well as December 31, 2009, and its consolidated results of operations and its consolidated cash flows for the evaluating the overall presentation of the consolidated financial statements. years then ended in accordance with Canadian generally accepted accounting principles. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a Emphasis of Matter basis for our audit opinion. Without qualifying our opinion, we draw attention to Note 1 to the consolidated financial statements Opinion which describes that for the year ended December 31, 2010 the Company incurred a net loss of $96,872,000, had negative cash flow from operations of $8,160,000 and as at December 31, 2010 has an In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated accumulated deficit of $175,377,000. These conditions, along with other matters described in Note 1, financial position of Intermap Technologies Corporation as at December 31, 2017 and December 31, 2016, indicate the existence of a material uncertainty which may cast significant doubt on the Company’s ability and its consolidated financial performance and its consolidated cash flows for the years then ended in to continue as a going concern. accordance with International Financial Reporting Standards. Chartered Accountants, Licensed Public Accountants Chartered Professional Accountants, Licensed Public Accountants Ottawa, Canada March 3, 2010 February 21, 2018 Ottawa, Canada 25 THIS PAGE INTENTIONALLY LEFT BLANK. 26 Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION CONSOLIDATED BALANCE SHEETS Consolidated Balance Sheets (In thousands of United States dollars) (In thousands of United States dollars) Assets Current assets: Cash Amounts receivable Unbilled revenue Prepaid expenses Property and equipment (Note 5) Liabilities and Shareholders' Deficiency Current liabilities: Accounts payable and accrued liabilities (Note 6) Current portion of notes payable (Note 7(a)) Current portion of project financing (Note 7(b)) Current portion of deferred lease inducements Unearned revenue Warrant liability (Note 12) Income taxes payable Obligations under finance leases Current portion of other long-term liabilities (Note 11(h)) Long-term notes payable (Note 7(a)) Long-term project financing (Note 7(b)) Deferred lease inducements Obligations under finance leases Shareholders' deficiency: Share capital (Note 11(b)) Accumulated other comprehensive income Contributed surplus (Note 11(c)) Deficit Commitments (Note 14) Subsequent event (Note 19) See accompanying notes to consolidated financial statements. See accompanying notes to consolidated financial statements. December 31, 2017 December 31, 2016 $ 6,363 521 65 359 7,308 $ 6,527 600 30 409 7,566 $ 4,460 11,768 $ 1,457 9,023 $ 4,011 - 1,303 30 1,604 - 2 10 - 6,960 26,496 191 120 14 33,781 199,634 (143) 25,242 (246,746) (22,013) $ 3,555 5,864 1,214 24 469 137 3 49 100 11,415 21,837 168 133 24 33,577 196,686 (146) 24,497 (245,591) (24,554) $ 11,768 $ 9,023 On behalf of the Board: (Signed) Patrick A. Blott Patrick A. Blott Chairman and CEO On behalf of the Board: (Signed) Andrew P. Hines Andrew P. Hines Director and Corporate Secretary 27 INTERMAP TECHNOLOGIES CORPORATION Consolidated Statements of Profit and Loss and Other Comprehensive Income CONSOLIDATED STATEMENTS OF PROFIT AND LOSS AND OTHER (In thousands of United States dollars, except per share information) COMPREHENSIVE INCOME (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 2016 Revenue (Note 9) Expenses: Operating costs (Note 10(a)) Restructuring costs (Note 10(b)) Depreciation of property and equipment Operating income (loss) Gain on disposal of equipment Change in fair value of derivative instruments (Note 12) Financing costs (Note 10(c)) Financing income Loss on foreign currency translation Loss before income taxes Income tax expense (Note 13): Current Deferred Net loss for the period Other comprehensive loss: $ 19,304 $ 7,049 16,828 244 924 17,996 1,308 3 137 (2,538) - (214) (1,304) (51) 200 149 14,781 941 837 16,559 (9,510) - 1,948 (10,069) 7 (105) (17,729) (14) 2,458 2,444 $ (1,155) $ (15,285) Items that are or may be reclassified subsequently to profit or loss: Foreign currency translation differences 3 (44) Comprehensive loss for the period $ (1,152) $ (15,329) Basic and diluted loss per share $ (0.08) $ (1.33) Weighted average number of Class A common shares - basic and diluted (Note 11(d)) 15,182,474 11,517,236 See accompanying notes to consolidated financial statements. See accompanying notes to consolidated financial statements. 2017 Annual Report | Consolidated Financial Statements 28 INTERMAP TECHNOLOGIES CORPORATION Consolidated Statements of Changes in Shareholders’ Deficiency (In thousands of United States dollars) CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY (In thousands of United States dollars) Share Capital Contributed Surplus Accumulated Other Comprehensive Income Deficit Total Balance at December 31, 2015 $ 196,409 $ 11,578 $ (102) $ (230,306) $ (22,421) Comprehensive loss for the period Gain on modification of debt (Note 7(a)) Deferred tax effect of notes payable Share-based compensation Exercise of options - - - 174 103 - 15,063 (2,458) 359 (45) (44) - - - - (15,285) - - - - (15,329) 15,063 (2,458) 533 58 Balance at December 31, 2016 $ 196,686 $ 24,497 $ (146) $ (245,591) $ (24,554) Comprehensive income (loss) for the period Rights offering (Note 11(b)) Issuance costs (Note 11(b)) Gain on modification of debt (Note 7(a)) Deferred tax effect of notes payable LTIP issuance Share-based compensation - 2,890 (164) - - 162 60 - - - 746 (200) (115) 314 3 - - - - - - (1,155) - - - - - - (1,152) 2,890 (164) 746 (200) 47 374 Balance at December 31, 2017 $ 199,634 $ 25,242 $ (143) $ (246,746) $ (22,013) See accompanying notes to consolidated financial statements. See accompanying notes to consolidated financial statements. 2017 Annual Report | Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION Consolidated Statements of Cash Flows CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of United States dollars) (In thousands of United States dollars) For the years ended December 31, 2017 2016 29 Operating activities: Net loss for the period Adjusted for the following non-cash items: Depreciation of property and equipment Share-based compensation expense (Gain) loss on disposal of equipment Amortization of deferred lease inducements Deferred taxes Change in fair value of derivative instruments Financing costs Current income tax expense Interest paid Income tax paid Changes in working capital: Amounts receivable Other assets Accounts payable and accrued liabilities Unearned revenue Gain on foreign currency translation Cash flows provided by (used in) operating activities Investing activities: Purchase of property and equipment Proceeds from sale of equipment Cash flows used in investing activities Financing activities: Proceeds from issuance of common shares Proceeds from notes payable Repayment of notes payable Share issuance costs Movement from restricted cash Repayment of obligations under finance lease Cash flows (used in) provided by financing activities Effect of foreign exchange on cash Increase (decrease) in cash Cash, beginning of period Cash, end of period See accompanying notes to consolidated financial statements. See accompanying notes to consolidated financial statements. $ (1,155) $ (15,285) 924 281 (3) 26 (200) (137) 2,538 51 (7) (52) 89 15 99 1,135 (107) 3,497 (3,471) 3 (3,468) 2,890 - (2,890) (164) - (56) (220) 27 (164) 6,527 837 289 - (113) (2,458) (1,948) 10,069 14 (18) (16) 1,679 (133) (917) 2 (65) (8,063) (305) 1 (304) - 15,000 (617) (168) 801 (120) 14,896 (2) 6,527 - $ 6,363 $ 6,527 2017 Annual Report | Consolidated Financial Statements 30 Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) 1. Reporting entity: Intermap Technologies ® Corporation (the Company) is incorporated under the laws of Alberta, Canada. The head office of Intermap is located at 8310 South Valley Highway, Suite 400, Englewood, Colorado, USA 80112. Its registered office is located at 400, 3rd Avenue SW, Suite 3700, Calgary, Alberta, Canada T2P 4H2. Intermap is a global location-based geospatial information company, creating a wide variety of geospatial solutions and analytics for its customers. Intermap’s geospatial solutions and analytics can be used in a wide range of applications including, but not limited to, location-based information, geospatial risk assessment, geographic information systems, engineering, utilities, global positioning systems maps, oil and gas, renewable energy, hydrology, environmental planning, wireless communications, transportation, advertising, and 3D visualization. 2. Basis of preparation: a. Statement of compliance: These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The significant accounting policies are summarized in Note 3. The policies applied in these consolidated financial statements are based on IFRS issued and effective as of February 21, 2018, the date the Board of Directors approved the consolidated financial statements. b. Comparative information: These consolidated financial statements correct the presentation of the deferred tax asset and deferred tax liability at December 31, 2016. The December 31, 2016 deferred tax asset should have been presented net of the deferred tax liability. The correction of this error decreased the amounts reported for deferred tax asset and deferred tax liability by $2,458. This adjustment is not considered to be material to the financial statements. c. Measurement basis: The consolidated financial statements have been prepared mainly on the historical cost basis. Other measurement bases used are described in the applicable notes. d. Use of estimates: Preparing consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimates are reviewed and in any future periods affected. Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in Note 7(a) – Notes Payable. Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year include the following: 31 i. Depreciation and amortization rates: In calculating the depreciation and amortization expense, management is required to make estimates of the expected useful lives of property and equipment. ii. Amounts receivable: The Company uses historical trends and performs specific account assessments when determining the allowance for doubtful accounts. These accounting estimates are in respect to the amounts receivable line item in the Company’s consolidated balance sheet. At December 31, 2017, amounts receivable represented 4% of total assets. The estimate of the Company’s allowance for doubtful accounts could change from period to period due to the allowance being a function of the balance and composition of amounts receivable. iii. Share-based compensation: The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of share-based compensation. The following assumptions are used in the model: dividend yield; expected volatility; risk-free interest rate; expected option life; and fair value. Changes to assumptions used to determine the grant date fair value of share-based compensation awards can affect the amounts recognized in the consolidated financial statements. iv. Derivative financial instruments: The Company has determined that its functional currency is the United States dollar and has issued (i) non-broker warrants, and (ii) debt with a conversion option denominated in a currency other than its functional currency. The Company measures the cost of the derivative financial instruments by reference to the fair value of the instruments at the date at which they are granted and revalues them at each reporting date. In determining the fair value of the non- broker warrants, the Company used the Black-Scholes option pricing model with the following assumptions: average volatility rate; market price at the reporting date; risk-free interest rate; the remaining expected life of the warrant; and an exchange rate at the reporting date. The inputs used in the Black-Scholes model are taken from observable markets. v. Provisions: A provision is recognized, if because of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the future settlement were to adversely differ from management’s expectations, the Company could incur either an additional expense or reversal of the expense previously recorded (see Note 3(f)). vi. Compound financial instruments: The Company has issued compound financial instruments which comprise promissory notes denominated in United States dollars that include detachable purchase warrants denominated in both United States dollars and Canadian dollars which can be converted to share capital at the option of the holder. The valuation and accounting for the notes is complex and requires the application of management estimates and judgments with respect to the determination of appropriate valuation models, certain assumptions applied within such valuation models, and certain aspects of the accounting method applied on initial recognition. 2017 Annual Report | Consolidated Financial Statements32 vii. Notes payable: The Company has issued long-term promissory notes with no stated interest obligation. The valuation and accounting for the zero-interest notes is complex and requires the application of management estimates and judgments with respect to the determination of appropriate valuation method applied on initial recognition. The assumptions and models used for estimating fair value of the note transactions are disclosed in Note 7. viii. Revenue: Changes to the assumptions used to measure revenue could impact the amount of revenue recognized in the consolidated financial statements (see Note 3(i)). e. Functional and presentation currency: These consolidated financial statements are presented in United States dollars, which is the Company’s functional currency. All financial information presented in United States dollars has been rounded to the nearest thousand. f. Foreign currency translation: Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the functional currency). Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional currency of an entity are recognized in net loss for the period. Assets and liabilities of entities with functional currencies other than United States dollars are translated at the period end rates of exchange, and the results of their operations are translated at exchange rates prevailing at the dates of transactions. The resulting translation adjustments are included in accumulated other comprehensive income in shareholders’ equity. 3. Summary of significant accounting policies: a. Consolidation: The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Intermap Technologies Inc. (a U.S. corporation); Intermap Technologies PTY Ltd (an Australian corporation); Intermap Technologies s.r.o. (a Czech Republic corporation); and a 90% owned subsidiary, PT ExsaMap Asia (an Indonesian corporation). A new subsidiary, Intermap Insurance Solutions Inc. (a U.S. corporation), was formed on January 1, 2018. With respect to PT ExsaMap Asia (a 90% owned subsidiary), the non-controlling shareholder owns a written put option for which the Company has recognized as a liability in the consolidated financial statements in accordance with IAS 32, Financial Instruments: Presentation. The Company has elected to use the anticipated acquisition method to account for the arrangement, in which the recognition of the liability implies that the interests subject to the put option are deemed to have already been acquired, even though legally they are still non-controlling interests. Therefore, PT ExsaMap Asia is presented in the consolidated financial statements as fully owned by the Company for accounting purposes, and profits and losses attributable to the holder of the non-controlling interest subject to the put option are presented as attributable to the owners of the parent and not as attributable to those non-controlling shareholders. Inter-company balances and transactions, and any unrealized income and expenses arising from intra- group transactions, are eliminated in preparing the consolidated financial statements. The accounting policies of all subsidiaries are consistent with the Company’s policies. 2017 Annual Report | Consolidated Financial StatementsINTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) 33 For the years ended December 31, 2017 and 2016 Page 6 b. Cash: Cash includes unrestricted cash balances. c. Work in process: Work in process is measured at the lower of cost or net realizable value. When work in process is sold, the carrying amount of the work in process is recognized as an expense in the period in which the related revenue is recognized. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completing and selling expenses. The amount of any write- down of work in process to net realizable value is recognized as an expense in the period in which the write-down or loss occurs. d. Property and equipment: Property and equipment are measured at cost less accumulated depreciation. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of aircraft overhauls is capitalized and depreciated over the period until the next overhaul. When parts of an item of property and equipment have different useful lives, they are accounted for as separate items. Depreciation is calculated over the depreciable amount which is the cost of an asset, less its residual value. Depreciation is provided on the straight-line basis over the following useful lives of the assets: Assets Aircraft Aircraft engines Mapping equipment - hardware and software Radar equipment Furniture and fixtures Leasehold improvements Years 10 7 3 5 5 Shorter of useful life or term of lease Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted, if appropriate. Assets under construction are not depreciated until available for use by the Company. Expenditures for maintenance and repairs are expensed when incurred. The cost of replacing an item of property and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property and equipment are recognized in profit or loss as incurred. Gains and losses on disposal of property and equipment are determined by comparing the proceeds from disposal with the carrying amount, and are recognized net of costs associated with the disposal within other income in net loss for the period. e. Leases: Leases are classified as either finance or operating in nature. Management exercises judgment to determine whether substantially all the risks and rewards incidental to ownership have been transferred to the Company. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments under an operating lease (net of any incentives received from the lessor) are recognized in net loss on a straight-line basis over the period of the lease. Finance leases are those that substantially transfer the benefits and risks of ownership to the lessee. 2017 Annual Report | Consolidated Financial Statements 34 Assets acquired under finance leases are measured at the lower of the present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Obligations recorded under finance leases are reduced by the principal portion of lease payments. The imputed interest portion of lease payments is charged to finance costs. f. Provisions: A provision is recognized, if as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost. i. Restructuring: A provision for restructuring is recognized when the Company has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating losses are not provided for. ii. Onerous contracts: A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognizes any impairment loss on the assets associated with the contract. g. Deferred lease inducements: Deferred lease inducements represent the unamortized cost of lease inducements on certain of the Company’s leased commercial office space. Amortization is provided on the straight-line basis over the term of the lease and recognized as a reduction in rent expense. h. Income taxes: Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority 2017 Annual Report | Consolidated Financial Statements35 on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. i. Revenue recognition: Revenue is recognized when (i) persuasive evidence of an arrangement exists; (ii) the significant risks and rewards of ownership have been transferred to the buyer; (iii) the amount of revenue can be measured reliably; and (iv) costs incurred or to be incurred can be measured reliably. Billings in excess of revenue are recorded as unearned revenue. Revenue recognized in excess of billings is recorded as unbilled revenue. i. Goods sold: Revenue from the sale of data in the ordinary course is measured at the fair value of the consideration received or receivable. ii. Software subscriptions: Revenue from software applications sold on a subscription basis is recognized straight-line over the term of the agreement. iii. Fixed-price contracts: Revenue from fixed-price contracts is recognized using the percentage-of-completion method, based on the ratio of costs incurred to estimated final costs. The use of the percentage of completion method requires estimates to determine the cost to complete each contract. The stage of completion is determined by costs incurred and labor hours worked in comparison to total expected costs and hours. These estimates are reviewed monthly and adjusted as necessary. Provisions for estimated losses, if any, are recognized in the period in which the loss is determined. Contract losses are measured in the amount by which the estimated costs of the related project exceed the estimated total revenue for the project. iv. Multiple component arrangements: When a single sales transaction requires the delivery of more than one product or service (multiple components), the revenue recognition criteria are applied separately to identifiable components. A component is considered to be separately identifiable if the product or service delivered has stand-alone value to that customer. The consideration is allocated to deliverables based on their relative fair values. The fair value of each component is determined using vendor specific objective evidence, third party evidence of selling price, or estimated selling price. j. Research and development: Research costs are expensed as incurred. Development costs are expensed in the year incurred unless management believes a development project meets the specified criteria for deferral and amortization. k. Share-based compensation: The grant date fair value of equity-settled share-based payment awards granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based 2017 Annual Report | Consolidated Financial Statements36 on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. Share-based payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Company. The grant date fair value of the equity-settled portion of the LTIP is recognized as an employee expense, with a corresponding increase in equity, over the service period, and the liability is re- measured at each reporting date. The fair value of the optional settlement portion of the LTIP is recognized as an employee expense, with a corresponding increase in liabilities, over the service period, and is re-measured to the current fair value at each reporting date. l. Earnings per share: The basic earnings per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options and warrants, if dilutive. m. Financial instruments: i. Non-derivative financial assets: The Company initially recognizes loans and receivables on the date that they are originated. All other financial assets are recognized initially on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the consolidated balance sheet when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. ii. Loans and receivables: Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. iii. Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition at fair value through profit or loss. The Company has issued non-broker warrants that are considered to be derivative liabilities due to the warrants being exercisable in a currency (Canadian dollar) other than the Company’s functional 2017 Annual Report | Consolidated Financial StatementsINTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 Page 14 37 currency (United States dollar). Accordingly, the warrants are measured at fair value at each reporting date, with changes in fair value included in the consolidated statement of profit and loss and other comprehensive income for the applicable reporting period. iv. Other liabilities: The Company initially recognizes debt liabilities on the date that they are originated. All other financial liabilities are recognized initially on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire. Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method. The following is a summary of the classification the Company has applied to each of its significant categories of financial instruments outstanding: Financial instrument: Cash and cash equivalents Amounts receivable Unbilled revenue Accounts payable and accrued liabilities Obligations under finance leases Notes payable Other long-term liabilities Warrant liability Classification: Loans and receivables Loans and receivables Loans and receivables Other liabilities Other liabilities Other liabilities Other liabilities Financial liability at fair value through profit and loss v. Share capital: Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects. vi. Compound financial instruments: Compound financial instruments issued by the Company comprise promissory notes denominated in United States dollars that include detachable warrants denominated in United States dollars and Canadian dollars that can be converted to share capital at the option of the holder. The liability component of a compound financial instrument is recognized initially at the fair value of a similar liability that does not have an equity component. The equity component is recognized initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition. Interest related to the financial liability is recognized in profit or loss. On conversion, the financial liability is reclassified to equity and no gain or loss is recognized. 2017 Annual Report | Consolidated Financial Statements 38 n. Segments: The operations of the Company are in one industry segment: digital mapping and related services. 4. New and revised IFRS accounting pronouncements: a. New accounting standards: The Company adopted the following new accounting standards and amendments which are effective for the Company’s condensed consolidated interim financial statements commencing January 1, 2017. i. Amendments to IAS 7, Statement of Cash Flows In January 2016, the IASB issued amendments to IAS 7. These amendments require entities to provide disclosures that help users of the financial statements to better understand changes in liabilities that arise from financing activities, including both changes arising from cash flow and non-cash changes. The Company adopted the amendments to IAS 7 in its financial statements for the annual period beginning on January 1, 2017. To meet the disclosure requirement, the Company provided a reconciliation of the opening and closing balances of liabilities arising from financing activities (see Note 7). ii. Amendments to IAS 12, Income Taxes In January 2016, the IASB issued amendments to IAS 12. The amendments clarify the accounting for deferred tax assets for unrealized losses on debt instruments measured at fair value. These amendments are to be applied retrospectively for annual periods beginning on or after January 1, 2017. The Company adopted the amendments to IAS 12 in its financial statements for the annual period beginning on January 1, 2017. The adoption of these amendments did not have a material impact on the consolidated financial statements. b. Future pronouncements: The IASB and International Financial Reporting Interpretations Committee (IFRIC) issued the following standards that have not been applied in preparing these consolidated financial statements, as their effective dates fall within annual periods beginning subsequent to the current reporting period. i. IFRS 9, Financial Instruments In July 2014, the IASB issued the final version of IFRS 9, bringing together the classification and measurement, impairment and hedge accounting phases of the project to replace IAS 39, Financial Instruments: Recognition and Measurement. This standard simplifies the classification of a financial asset as either at amortized cost or at fair value as opposed to the multiple classifications which were permitted under IAS 39. This standard also requires the use of a single impairment method as opposed to the multiple methods in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The standard also adds guidance on the classification and measurement of financial liabilities. IFRS 9 is to be applied retrospectively for annual periods beginning on or after January 1, 2018. Early application is permitted. The Company does not expect the adoption of this standard will have a material impact on the consolidated financial statements. ii. IFRS 15, Revenue from Contracts with Customers In May 2014, the IASB issued IFRS 15, which provides a single, principles-based five-step model forrevenue recognition to be applied to all customer contracts, and requires enhanced disclosures. The standard also provides guidance relating to recognition of customer acquisition costs. In April 2016, the IASB issued Clarifications to IFRS 15 in relation to the identification of performance obligations, principal versus agent considerations, as well as licensing application guidance. 2017 Annual Report | Consolidated Financial Statements39 This standard will be effective January 1, 2018 and allows early adoption. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company is finalizing its assessment of the impact of the adoption of this new revenue standard on the consolidated financial statements and related disclosures. Based on the results of the evaluation performed to date, the Company has not identified any changes which will have a material impact on the consolidated financial statements. Similarly, the Company has not identified any significant impact on the business processes, controls and systems. The Company will need to provide expanded disclosures relating to the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. The Company is in the process of finalizing the documentation of the accounting policies and has adopted the new standard effective January 1, 2018 using the modified retrospective approach. iii. IFRS 16, Leases In January 2016, the International Accounting Standards Board issued IFRS 16, Leases, which specifies how to recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Consistent with its predecessor, IAS 17, the new lease standard continues to require lessors to classify leases as operating or finance. IFRS 16 is to be applied retrospectively for annual periods beginning on or after January 1, 2019. Earlier application is permitted if IFRS 15 Revenue from contract with customers has also been applied. The Company does not intend to adopt this standard early and is currently evaluating the impact of adopting this standard. The Company expects the adoption of this standard to increase assets and liabilities as it will be required to record a right-of-use asset and a corresponding liability in the consolidated financial statements. 2017 Annual Report | Consolidated Financial StatementsINTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 Page 19 40 INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) Aircraft and engines Radar and mapping equipment Furniture and fixtures Property and equipment Leasehold improvements Under construction For the years ended December 31, 2017 and 2016 $ 1,246 $ 555 $ 5 $ $ 14 Page 19 102 Total $ 1,922 Balance at December 31, 2015 5. Property and equipment: Additions Finance lease Depreciation Property and equipment Disposal Aircraft and engines - Radar and - mapping (409) equipment - 8 Furniture 68 and (347) fixtures (1) 7 Leasehold (3) improvements - - 15 - Under (78) construction - Total 275 - - - 305 68 (837) (1) Balance at December 31, 2015 Balance at December 31, 2016 $ 1,246 $ $ 837 555 $ $ 5 283 Additions Additions Finance lease Transfer from under construction Depreciation Depreciation Disposal - - (409) - - - (369) 8 68 (347) (1) 7 294 - 3,489 (517) - (3) $ $ 9 $ 102 $ 14 39 $ 1,922 $ 289 $ 1,457 3 - (4) 15 - (78) - 275 24 - - - (34) - 305 3,606 68 (3,489) (837) - (1) 3,927 - (924) Balance at December 31, 2016 Balance at December 31, 2017 Additions Transfer from under construction Depreciation Property and equipment Balance at December 31, 2017 Cost Accumulated depreciation Property and equipment Cost Balance at December 31, 2016 Accumulated depreciation Cost Balance at December 31, 2016 Accumulated depreciation Cost Balance at December 31, 2017 Accumulated depreciation $ 837 $ $ 468 283 $ $ 9 3,549 $ $ 8 $ 39 $ 289 29 - - (369) Aircraft and engines $ 294 3,489 (517) - 3 Radar and mapping (4) equipment $ 8 3,549 $ 468 Aircraft $ and engines 10,951 Radar and mapping equipment (10,114) Furniture 27,383 and fixtures (27,100) $ $ 10,951 $ $ 837 27,383 $ $ 283 376 Furniture and fixtures $ 24 - (34) 3,606 (3,489) Leasehold - improvements $ 406 29 $ 376 Leasehold improvements (367) $ Under construction (895) 934 $ $ 9 934 $ $ 289 39 (10,114) $ 10,951 (27,100) $ 31,132 (367) $ 379 (895) $ - 959 $ 837 $ 283 $ 10,951 31,132 (10,483) $ 468 $ $ 9 (27,583) $ 379 3,549 (10,483) (27,583) (371) $ (371) $ 959 39 $ 289 (930) $ 406 $ 29 - (930) $ $ 8 $ 1,457 $ 406 $ 4,460 3,927 - Under (924) construction $ 4,460 Total $ 289 $ 39,933 Total - (38,476) $ 39,933 $ 289 $ 1,457 (38,476) $ 406 $ 43,827 $ 1,457 - (39,367) $ 43,827 $ (39,367) 406 $ 4,460 Balance at December 31, 2017 $ 468 $ 3,549 $ 8 $ 29 $ 406 $ 4,460 During the twelve months ended December 31, 2017, the Company disposed of assets with an original cost of $28 and a net book value of $Nil (December 31, 2016 - $39), recognized a gain of $3 on those assets (December 31, 2016 - $Nil) and received cash proceeds of $3 (December 31, 2016 - $1). Property and equipment additions for the year ended December 31, 2017 include an amount of $456 (December 31, 2016 - $Nil) recorded to accounts payable and accrued liabilities. 6. Accounts payable and accrued liabilities: December 31, 2017 December 31, December 31, 2017 2016 December 31, 2016 Accounts payable Accounts payable Accrued liablities Accrued liablities Other taxes payable Other taxes payable $ $ $ 1,910 2,043 58 4,011 $ 1,910 $ 2,043 58 $ 4,011 $ 2,296 1,251 8 3,555 $ 2,296 1,251 8 3,555 2017 Annual Report | Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 Page 20 41 7. Finance liabilities: The following table details the financial liabilities activity and balances at December 31, 2017 and 2016: Notes Payable Liabilities Project Financing Finance Leases Equity Share Capital Restricted Cash Total Balance at December 31, 2015 $ 16,387 $ 1,295 $ 109 $ 196,409 $ 801 $ 215,001 Changes from financing activities: Proceeds from notes payable Movement from restricted cash Repayment of notes payable Share issuance costs Repayment of obligations under finance lease Total changes from financing activities Foreign exchange Other changes: Financing costs Purchase of equipment Discount recognized on the note Exercise of options Share-based compensation 15,000 - (617) (168) - 14,215 - 6,137 - (9,038) - - - - - - - - - - - - (6) 93 - - - - (120) (120) - - - - 17 67 - - - - - - - - - - 103 174 - 801 - - - 801 - - - - - - 15,000 801 (617) (168) (120) 14,896 (6) 6,247 67 (9,038) 103 174 Balance at December 31, 2016 $ 27,701 $ 1,382 $ 73 $ 196,686 $ - $ 227,444 - - - - - - - - - - 2,890 (2,890) (164) (56) (220) 12 2,538 (746) 162 60 $ 229,250 Changes from financing activities: Proceeds from issuance of common shares Repayment of notes payable Share issuance costs Repayment of obligations under finance lease Total changes from financing activities - (2,890) - - (2,890) - - - - - - - - (56) (56) 2,890 - (164) - 2,726 Foreign exchange - 12 - - Other changes: Financing costs Discount recognized on the note LTIP issuance Share-based compensation 2,431 (746) - - 100 - - - 7 - - - - - 162 60 Balance at December 31, 2017 INTERMAP TECHNOLOGIES CORPORATION INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 a. Notes payable: The following table details the liability and equity components of each note payable balance at December 31, 2017: Closing Date of Note For the years ended December 31, 2017 and 2016 March 30, 2017 Page 21 Page 21 $ - 199,634 26,496 $ $ 1,494 Total $ $ 24 Proceeds from issuance of notes Closing Date of Note Repayment Proceeds from issuance of notes Note modification - 2016 Repayment Conversion to long-term note payable Note modification - 2016 Issuance of December 2016 note Conversion to long-term note payable Transaction costs Issuance of December 2016 note Discount on the note Transaction costs Effective interest on note discount Discount on the note Long-term portion of notes payable Effective interest on note discount $ - March 30, 2017 - $ - - - 3,110 - - 3,110 - - (746) - 147 (746) 2,511 147 $ $ December 14, 2016 December 14, $ 6,000 2016 (2,890) 6,000 - (2,890) (3,110) - - (3,110) - - (158) - 158 (158) $ - 158 December 14, 2016 December 14, 2016 $ - - - $ 27,800 - - 27,800 3,000 - (168) 3,000 (8,880) (168) 2,233 (8,880) 23,985 2,233 $ $ $ 6,000 Total (2,890) 6,000 27,800 (2,890) - 27,800 3,000 - (168) 3,000 (9,784) (168) 2,538 (9,784) 26,496 2,538 $ Long-term portion of notes payable $ 2,511 $ - $ 23,985 $ 26,496 The following table details the liability and equity components of each note payable balance at December 31, 2016: Closing Date of Note Proceeds from issuance of notes Closing Date of Note Transfer of accrued interest Proceeds from issuance of notes Note restructuring - 2015 notes Transfer of accrued interest Note restructuring - 2016 notes Note restructuring - 2015 notes Note modification - 2016 Note restructuring - 2016 notes Issuance of December 2016 note Note modification - 2016 Transaction costs Issuance of December 2016 note Discount on the note Transaction costs Effective interest on note discount Discount on the note Note repayment Effective interest on note discount Carrying amount of notes payable Note repayment $ December 14, 2016 December $ 6,000 14, 2016 - 6,000 - - - - - - - - - - (158) - 22 (158) - 22 5,864 - $ December 14, 2016 December $ - 14, 2016 - - $ - - - - 27,800 - 3,000 27,800 (168) 3,000 (8,880) (168) 85 (8,880) - 85 21,837 - $ $ September 15, 2016 September $ 2,000 15, 2016 1,545 2,000 - 1,545 22,255 - (25,800) 22,255 - (25,800) - - - - - - - - - $ - $ July 8, 2016 July 8, $ 2,000 2016 - 2,000 - - - - (2,000) - - (2,000) - - - - - - - - - $ - April 12, 2016 $ April $ 5,000 12, 2016 1,130 5,000 7,000 1,130 (13,130) 7,000 - (13,130) - - - - - - - - - - - $ - $ March 2, 2016 March $ $ - 2, 2016 1,825 - $ 7,300 1,825 (9,125) 7,300 - (9,125) - - - - - - - - - - - $ - $ Total 15,000 Total 4,500 15,000 14,300 4,500 - 14,300 - - 3,000 - (168) 3,000 (9,038) (168) 107 (9,038) - 107 27,701 - Carrying amount of notes payable Less current portion $ 5,864 (5,864) $ 21,837 - $ - - $ - - $ - - $ - - $ 27,701 (5,864) Long-term portion of notes payable Less current portion $ - (5,864) $ 21,837 - $ - - $ - - $ - - Long-term portion of notes payable $ - $ 21,837 $ - $ - $ - $ - - $ - $ 21,837 (5,864) $ 21,837 2017 Annual Report | Consolidated Financial Statements 42 i. March 2, 2016 note payable: On March 2, 2016, the Company restructured and consolidated the February 23, 2015 notes payable of $5,800 and $1,500 into one note. The original notes, bearing interest at 25% per annum, were canceled with the related principal of $7,300 and accrued interest of $1,825 consolidated into a new note payable totaling $9,125, bearing interest at a rate of 15% and a maturity date of August 24, 2016. On September 19, 2016, the Company announced the cancellation of this note and the issuance of a new note dated September 15, 2016 (see Note 7(i)). ii. April 12, 2016 note payable: In April 12, 2016, the Company restructured and consolidated into one note its April 1, 2015 note payable of $1,500, April 28, 2015 note payable of $2,500, and July 13, 2015 note payable of $3,000. The original notes, bearing interest at 20%, 20%, and 15% per annum, respectively, were canceled. The new note payable, dated April 12, 2016, in the principal amount of $13,130 includes an additional $5,000 debt financing and accrued interest from the canceled notes of $1,130. Simple interest is payable at maturity on October 11, 2016 at an annual rate of 15%. On September 19, 2016, the Company announced the cancellation of this note and the issuance of a new note dated September 15, 2016 (see Note 7(i)). iii. July 8, 2016 note payable: On July 8, 2016, the Company issued a promissory note for $2,000 to Vertex. The note bears simple interest at an annual rate of 15%. The principal and accrued interest balance is payable on the earlier of (i) maturity on July 8, 2017 or (ii) the date on which a down payment in excess of $2,000 from a material geospatial project is received by the Company. On December 14, 2016, the Company amended the terms of the July 8, 2016 and September 15, 2016 notes, and accounted for the changes as a consolidated note modification (see Note 7(k)). iv. September 15, 2016 note payable: On September 15, 2016, the Company restructured and consolidated into one note its March 2, 2016 note payable of $9,125 and April 12, 2016 note payable of $13,130. The original notes, bearing interest at 15% per annum each, were canceled. The new note payable, dated September 15, 2016, in the principal amount of $25,800 includes an additional $2,000 debt financing and accrued interest from the canceled notes of $1,545. Simple interest is payable at maturity on September 15, 2017 at an annual rate of 15%. On December 14, 2016, the Company amended the terms of the July 8, 2016 and September 15, 2016 notes, and accounted for the changes as a consolidated note modification (see Note 7(k)). v. December 14, 2016 note payable: On December 14, 2016, the Company received $6,000 as a bridge loan from Vertex. The loan is payable on the earlier of March 31, 2017 or the completion of the Rights Offering, which closed on March 30, 2017 (see Note 11(b)). All the proceeds of the Rights Offering were to be used to pay down this note payable, and any amounts which remain outstanding after the Rights Offering will be converted into a term loan due September 1, 2020. The note is non-interest bearing, and therefore the fair value at inception must be estimated to account for an imputed interest factor. The value at inception was determined to be $5,842. The estimated discount rate was 9.21% and is subject to estimation uncertainty. The discount of $158 was recognized in contributed surplus and was amortized over the term of the note using the effective interest method. The note was subject to prepayment provisions, if the Company’s aggregate cash balance exceeds $10.0 million at the end of any calendar quarter, 50% of the balance greater than $10.0 million must be pre-paid against the outstanding notes payable. 2017 Annual Report | Consolidated Financial StatementsINTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) 43 For the years ended December 31, 2017 and 2016 Page 23 vi. December 14, 2016 note modification: On December 14, 2016, the Company and Vertex restructured its September 15, 2016 note payable of $25,800 and July 8, 2016 note payable of $2,000. The original notes, bearing interest at 15% per annum each, were extended to mature on September 1, 2020 and the interest was eliminated. In addition, a promissory note payable for $3,000 was issued in exchange for the termination of the royalty agreement, executed on February 23, 2015, and the amending agreement, which established the cash sweep requirement, executed on April 28, 2015. The restructured notes were treated as an extinguishment for accounting purposes, and given they require for zero interest payments, the fair value at inception must be estimated to account for an imputed interest factor. The value of the remaining promissory notes ($25,800, $2,000 and $3,000) at inception was determined to be $21,752, net of transaction costs of $168. The estimated discount rate was 9.21% and is subject to estimation uncertainty. The discount to the note payable will be amortized over the term of the note using the effective interest method. For the twelve months ending December 31, 2017, $2,233 (twelve months ended December 31, 2016 - $85) was recognized in financing costs. The note is subject to prepayment provisions, if the Company’s aggregate cash balance exceeds $10.0 million at the end of any calendar quarter, 50% of the balance greater than $10.0 million must be pre-paid against the outstanding notes payable. At December 14, 2016, the accounting for the modification of debt resulted in a gain of $15,063 recognized in contributed surplus: Discount recognized on the December 14, 2016 modifications to the promissory notes Reversal of long-term royalty obligation Reversal of accrued interest Reversal of accrued royalty Less: New December 14, 2016 promissory note payable Gain recognized on modification of debt 2016 $ 9,038 7,300 1,084 641 (3,000) $ 15,063 vii. March 30, 2017 note payable: On March 30, 2017, the Company executed an amended and restated promissory note with Vertex One Asset Management (Vertex), for $3,110 due September 1, 2020. The note represents the balance remaining from the December 14, 2016 bridge loan, following the completion of the Rights Offering (See Note 11(b)) and repayment of $2,890. The note is non-interest bearing, and therefore the fair value at inception must be estimated to account for an imputed interest factor. The value at inception was determined to be $2,364, based on the estimated discount rate of 8.05%, and is subject to estimation uncertainty. The resulting discount of $746 was recognized in contributed surplus as a gain on the modification of debt at March 30, 2017, and will be amortized over the term of the note using the effective interest method. For the twelve months ending December 31, 2017, $147 was recognized in financing costs. The note is subject to prepayment provisions, if the Company’s aggregate cash balance exceeds $10.0 million at the end of any calendar quarter, 50% of the balance greater than $10.0 million must be pre-paid against the outstanding notes payable. b. Project financing: Project financing includes a promissory note with a service provider. The note bears interest at 8% per annum and is secured by a last priority lien on an aircraft owned by the Company. As of December 31, 2017, the balance of the note is $1,303. Additionally, the project financing balance includes reimbursable project development funds provided by a corporation designed to enable the development and commercialization of geomatics solutions 2017 Annual Report | Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 For the years ended December 31, 2017 and 2016 Page 24 Page 24 44 in Canada. The funding is repayable upon the completion of a specific development project and the first sale of any of the resulting product(s). Repayment is to be made in quarterly installments equal to the lesser of 20% of the funding amount or 25% of the prior quarter’s sales. Promissory note payable Promissory note payable Reimbursable project funding Reimbursable project funding Less current portion Less current portion Long-term portion of project financing Long-term portion of project financing 8. Obligations under finance leases: Finance lease liabilities are payable as follows: December 31, December 31, 2017 2017 December 31, December 31, 2016 2016 $ $ 1,303 1,303 191 191 $ $ 1,203 1,203 179 179 1,494 1,494 1,382 1,382 (1,303) (1,303) 191 191 $ $ (1,214) (1,214) 168 168 $ $ December 31, 2017 December 31, 2017 December 31, 2016 December 31, 2016 Future Future minimum minimum lease lease payments payments Interest (1) Interest (1) Present Present value of value of minimum minimum lease lease payments payments Future Future minimum minimum lease lease payments payments Interest (2) Interest (2) Present Present value of value of minimum minimum lease lease payments payments Less than one year Less than one year (current portion) (current portion) Between one and five years Between one and five years (long-term portion) (long-term portion) $ $ 12 12 $ 2 $ 2 $ $ 10 10 $ $ 57 57 $ 8 $ 8 $ $ 49 49 $ $ 15 15 27 27 1 1 $ 3 $ 3 $ $ 14 14 24 24 $ $ 27 27 84 84 $ $ 3 3 11 11 $ $ 24 24 73 73 (1) Interest rate ranging from 7.48% to 9.65%. (1) Interest rate ranging from 7.48% to 9.65%. (2) Interest rate ranging from 7.48% to 22.96%. (2) Interest rate ranging from 7.48% to 22.96%. (1) Interest rate ranging from 7.48% to 9.65%. (2) Interest rate ranging from 7.48% to 22.96%. INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) In July 2016, the Company entered a finance lease to purchase $90 of computer equipment. The lease bears interest at an implicit rate of 22.96% and is secured by the underlying assets. The lease matured in June 2017. For the years ended December 31, 2017 and 2016 9. Revenue: Details of revenue are as follows: For the twelve months ended December 31, INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) $ 2017 Acquisition services Value-added data Software and solutions Page 25 2016 $ 3,546 2,202 1,301 7,049 14,926 2,837 1,541 19,304 $ $ Page 26 For the years ended December 31, 2017 and 2016 10. Operating and financing costs: a. Operating costs: For the twelve months ended December 31, 2017 2016 Personnel Purchased services & materials(1) Travel Facilities and other expenses $ $ 8,580 5,391 597 2,260 16,828 9,412 3,285 268 1,816 14,781 $ $ (1) Purchased services and materials include aircraft costs, project costs, professional and consulting fees, and selling and marketing costs. b. Restructuring costs: On During the twelve months ended December 31, 2017, the Company continued organizational restructuring to lower on-going operating costs. As a result, the company recorded $244 of workforce For the twelve months ended December 31, 2017 2016 Accretion of discounts recognized on notes payable $ 2,431 $ 5,821 Interest on project financing Interest on finance lease Interest on notes payable Royalty expense associated with note payable 100 7 - - 3,281 17 93 857 $ 2,538 $ 10,069 2017 Annual Report | Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 Page 26 For the twelve months ended December 31, 2017 2016 Purchased services & materials(1) Personnel Travel Facilities and other expenses $ 8,580 $ 9,412 5,391 597 2,260 3,285 268 1,816 $ 16,828 $ 14,781 reduction restructuring costs (twelve months ended December 31, 2016 - $941). c. Financing costs: For the twelve months ended December 31, 2017 2016 45 Accretion of discounts recognized on notes payable Interest on project financing Interest on finance lease Interest on notes payable Royalty expense associated with note payable $ 2,431 100 7 - - 2,538 $ $ 5,821 3,281 17 93 857 10,069 $ 11. Share capital: a. Authorized: INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) The authorized share capital of the Company consists of an unlimited number of Class A common shares and an unlimited number of Class A participating preferred shares. There are no Class A participating preferred shares outstanding. For the years ended December 31, 2017 and 2016 b. Issued: Page 27 December 31, 2017 Number of December 31, 2016 Number of Class A common shares Shares Amount Shares Amount Balance, beginning of period: Issuance of common shares from Rights offering Issuance costs Option exercise LTIP Issuance Share-based compensation Share consolidation rounding Balance, end of period: 10,134,458 $ 196,686 10,023,737 $ 196,409 6,011,273 - - 149,293 101,250 16 16,396,289 2,890 (164) - 162 60 - 199,634 $ - - 26,763 - 83,958 - 10,134,458 103 - 174 - 196,686 $ On On December 1, 2017, the Company completed a previously approved share consolidation on a 10 for 1 basis. No partial shares were issued in the consolidation and quantities were either rounded up or down to the nearest share. As a result, sixteen additional shares were issued due to rounding. The share quantities and per share prices in these Consolidated Financial Statements for 2016 and forward have been adjusted to reflect the share consolidation for comparative purposes. On June 20, 2017, 101,250 Class A common shares were issued to directors and employees of the Company as compensation for services. Compensation expense of $60 for these Class A common shares is included in operating costs. On April 12 and June 29, 2017, the Company issued a total of 149,293 Class A common shares that were earned under the LTIP Plan (see note 11(h)). On February 24, 2017, the Company announced its plans to proceed with the previously announced Rights Offering. The Rights Offering Notice was mailed on March 2, 2017 to all shareholders of record as of March 1, 2017. Pursuant to the Rights Offering, one right was issued for each common share of the Company held and each right entitles the holder to subscribe for one common share of the Company upon the payment of the subscription price of C$0.60 or US$0.50 per common share. An aggregate of 10,134,458 rights were issued pursuant to the Rights Offering, and the rights expired on March 27, 2017. On March 30, 2017, the Company issued 6,011,273 Class A common shares, with total proceeds of $2,890 and issuance costs of $164. All proceeds were used to reduce the $6,000 bridge loan, and the remaining balance of $3,110 was converted to a term note due on September 1, 2020, bearing zero interest (see Note 7(vii)). 2017 Annual Report | Consolidated Financial Statements 46 On July 25, 2016, 15,300 Class A common shares were issued upon the exercise of options with a grant date fair value of $29 for a reduction in accounts payable of $35. On June 29, 2016, 20,169 Class A common shares were issued to directors of the Company as compensation for services. Compensation expense of $40 for these Class A common shares is included in operating costs. On May 17, 2016, 63,789 Class A common shares were issued to directors of the Company as INTERMAP TECHNOLOGIES CORPORATION compensation for services in exchange for settlement of accounts payable of $134. Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) On May 3, 2016, 11,463 Class A common shares were issued upon the exercise of options with a grant date fair value of $16 in exchange for settlement of accounts payable of $22. For the years ended December 31, 2017 and 2016 Page 29 c. Contributed surplus: Balance, beginning of period Gain on modification of notes payable (Note 7(a)) Share-based compensation LTIP issuance Exercise of options Deferred tax effect of notes payable Balance, end of period d. Earnings (loss) per share: December 31, 2017 December 31, 2016 $ 24,497 746 314 (115) - (200) $ 11,578 15,063 359 - (45) (2,458) $ 25,242 $ 24,497 The calculation of earnings (loss) per share is based on the weighted average number of Class A common shares outstanding. Where the impact of the exercise of options or warrants is anti-dilutive, they are not included in the calculation of diluted loss per share. The Company has incurred a net loss for each period presented and the inclusion of the outstanding options and warrants in the loss per share calculation are anti-dilutive and are therefore not included in the calculation. The weighted average number of shares have been retrospectively adjusted for the bonus element of a 1.14 factor because of the rights issued pursuant to the Rights Offering (Note 11(b). The underlying Class A common shares pertaining to 1,396,079 outstanding share options and 1,807,391 outstanding warrants could potentially dilute earnings. e. Director’s share compensation plan: The Company has a director’s share compensation plan which allows for the issuance of the Company’s Class A common shares to non-employee directors of the Company as part of their annual compensation. At the Annual General and Special Meeting of the Shareholders on June 8, 2016, an amendment to the share compensation plan was approved to increase the maximum number of Class A common shares of the Corporation issuable thereunder from 240,000 to 440,000. As of December 31, 2017, 78,581 Class A common shares remain available under the plan. Compensation expense for issued shares is included in operating costs. f. Employee share compensation plan: The Company established an employee share compensation plan to compensate employees for services performed. The plan was approved by the shareholders of the Company at the Annual General Meeting on May 12, 2009. At the Annual General and Special Meeting of the Shareholders on June 8, 2016, an amendment to the share compensation plan was approved to increase the maximum number of Class A common shares of the Corporation issuable thereunder from 800,000 to 1,000,000. As of December 31, 2017, 730,189 Class A common shares remain available for issuance under the plan. 2017 Annual Report | Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 Page 30 47 Compensation expense for issued shares is included in operating costs. g. Share option plan: The Company established a share option plan to provide long-term incentives to attract, motivate, and retain certain key employees, officers, directors, and consultants providing services to the Company. The plan permits the granting of options to purchase up to 10% of the outstanding Class A common shares of the Company. As of December 31, 2017, 1,639,629 Class A common shares were authorized under the plan, of which 1,396,079 share options are issued and outstanding and 243,550 options remain available for future issuance. Under the plan, no one individual shall be granted an option resulting in cumulative grants in excess of 5% of the issued and outstanding Class A common shares of the Company. In addition, the exercise price of each option shall not be less than the market price of the Company’s Class A common shares on the date of grant. The options are exercisable for a period of six to ten years, and generally vest over a period of one to four years. Options granted to directors generally vest on the date of the grant and expire on the tenth anniversary of the date of such grant. The following tables summarize information regarding share options outstanding: December 31, 2017 December 31, 2016 Number of shares under option Weighted average exercise price (CDN) Number of shares under option Weighted average exercise price (CDN) Options outstanding, beginning of period Granted Exercised Expired Forfeitures Options outstanding, end of period 924,991 905,214 - (423,126) (11,000) 1,396,079 $ $ 2.48 0.70 - 3.26 2.78 1.09 686,506 578,493 (26,763) (191,808) (121,438) 924,991 4.10 1.30 2.80 4.50 3.00 2.48 $ $ Options exercisable, end of period 766,944 $ 1.26 809,907 $ 2.40 Exercise Price (CDN$) 0.70 0.80 1.70 2.30 2.70 2.90 4.40 Options outstanding 905,214 291,732 2,500 12,381 49,375 72,625 62,252 1,396,079 Weighted average remaining contractual life 9.28 years 8.88 years 2.62 years 3.63 years 4.22 years 2.22 years 1.20 years 8.23 years Options exercisable 330,204 291,732 1,875 12,381 14,125 54,375 62,252 766,944 During the twelve months ended December 31, 2017, 905,214 options were granted at a weighted average grant date fair value of C$0.70 per share, determined using the Black-Scholes option pricing model on the date of grant with the following assumptions: share price of C$0.70, expected dividend yield 0%, risk-free interest rate of 1.37%, volatility of 124.9% and expected life of 10 years. Volatilities are calculated based on the actual historical trading statistics of the Company’s Class A common shares for the period commensurate with the expected option term. The estimated forfeiture rate was 10.36% (2016 - $12.97%). During the twelve months ended December 31, 2017, the Company recognized $274 (twelve months ended December 31, 2016 - $339) of non-cash compensation expense related to the share option plan. h. Long-term incentive plan: During the third quarter of 2014, the Board of Directors approved the terms of a long-term incentive plan (LTIP) intended to retain and compensate senior management of the Company. The LTIP is a share- based payments plan, based on the average stock price of the Company during the last quarter of the 2017 Annual Report | Consolidated Financial Statements 48 year ended December 31, 2015, and included the award of up to 239,800 common shares to be issued as equity-settled share-based compensation and up to 359,700 common shares to be settled in either cash or common shares, at the discretion of the Board of Directors. At December 31, 2015, 105,817 shares were earned under the equity-settled portion of the LTIP and 158,725 shares were earned under the optional settlement portion of the LTIP. At December 31, 2017, all shares under the plan have been issued or forfeited. The fair value of the awards is subject to estimation uncertainty and was calculated using a Monte Carlo simulation model with the following assumptions at the grant date: expected dividend yield 0%, risk-free interest rate of 1.02%, volatility of 94.35%, grant date of August 8, 2014 and expiration date of December 31, 2015. Volatilities were calculated based on the actual historical trading statistics of the Company’s Class A common shares with a 1.4-year historical look back, commensurate with the term of the LTIP. The grant date fair value of the equity-settled portion of the LTIP was $133 and was charged to non-cash compensation expense over the service period, which ended March 31, 2016, with a corresponding charge to contributed surplus. INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) The grant date fair value of the optional settlement portion of the LTIP was $169, with payment timing subject to predetermined working capital thresholds, and was determined using a discount Page 32 rate of 8.97%. The fair value of the amount estimated to be payable to employees under the optional settlement portion of the LTIP is charged to non-cash compensation expense with a corresponding increase in liabilities, over the service period, and is re-measured to the current fair value at each reporting date. Any changes in the liability were recognized in profit or loss over the service period. For the years ended December 31, 2017 and 2016 The fair value of the awards was subject to estimation uncertainty and at December 31, 2016 a liability of $100 was recorded representing the fair value of the optional settlement portion of the LTIP. During the twelve months ended December 31, 2017, 149,293 Class A common shares were issued with a value of $47, 22,659 Class A common shares with a value of $12 were forfeited and a gain of $41 has been charged to non-cash compensation expense. i. Share-based compensation expense: Non-cash compensation expense has been included in operating costs with respect to the LTIP, share options, and shares granted to employees and non-employees as follows: For the twelve months ended December 31, Employees Non-employees Non-cash compensation 2017 2016 $ 159 153 $ (76) 365 $ 312 $ 289 Grant Date Expiry Date Exercise Price Granted Exercised December Anti-dilution Adjustment 31, 2016 Expired Number of Warrants Outstanding Number of Warrants Outstanding December 31, 2017 2/7/2014 12/12/2014 12/26/2014 1/6/2015 1/14/2015 4/1/2015 5/1/2015 2/7/2017 C$ 0.80 12/12/2017 C$ 1.00 12/26/2017 C$ 0.70 2/6/2017 C$ 0.80 1/21/2018 C$ 0.80 4/1/2018 US$ 0.70 5/1/2018 US$ 0.60 309,157 113,720 166,667 459,744 146,983 917,827 453,017 - - - (95,802) - - - 309,157 113,720 166,667 363,942 146,983 917,827 453,017 - 21,695 31,796 - 28,041 175,099 86,424 (309,157) (135,415) (198,463) (363,942) - - - - - - - 175,024 1,092,925 539,441 2,567,115 (95,802) 2,471,313 343,055 (1,006,977) 1,807,391 2017 Annual Report | Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 Page 32 For the twelve months ended December 31, Employees Non-employees Non-cash compensation 2017 2016 $ 159 153 $ (76) 365 $ 312 $ 289 49 12. Class A common share purchase warrants: The warrant amounts and prices have been adjusted because of the December 2017 share consolidation (see Note 11(b)). The following table details the number of Class A common share purchase warrants outstanding at each balance sheet date: Grant Date Expiry Date Exercise Price Granted Exercised December Anti-dilution Adjustment 31, 2016 Expired Number of Warrants Outstanding Number of Warrants Outstanding December 31, 2017 2/7/2014 12/12/2014 12/26/2014 1/6/2015 1/14/2015 4/1/2015 5/1/2015 2/7/2017 C$ 0.80 12/12/2017 C$ 1.00 12/26/2017 C$ 0.70 2/6/2017 C$ 0.80 1/21/2018 C$ 0.80 4/1/2018 US$ 0.70 5/1/2018 US$ 0.60 309,157 113,720 166,667 459,744 146,983 917,827 453,017 - - - (95,802) - - - 309,157 113,720 166,667 363,942 146,983 917,827 453,017 - 21,695 31,796 - 28,041 175,099 86,424 (309,157) (135,415) (198,463) (363,942) - - - - - - - 175,024 1,092,925 539,441 2,567,115 (95,802) 2,471,313 343,055 (1,006,977) 1,807,391 Each warrant entitles its holder to purchase one Class A common share. Vertex, the holder of all the Company’s notes payable holds 546,469 of the warrants outstanding at December 31, 2017. INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 The warrants contain anti-dilution protection provisions, and following the closing of the Rights Offering on March 30, 2017, 343,055 warrants were issued based on a share rate factor of 1.1908, as calculated according to the terms defined in the warrant agreements. The expiry dates and exercise prices remained unchanged. Page 33 During February 2017, 309,157 warrants that were issued on February 7, 2014 and 363,942 warrants that were issued on January 6, 2015 naturally expired. During December 2017, 135,415 warrants (113,720 warrants issued on December 12, 2014 adjusted for anti-dilution provisions on March 30, 2017) and 198,463 warrants (166,667 warrants issued on December 26, 2014 adjusted for anti-dilution provisions on March 30, 2017) naturally expired. The 508,902 warrants denominated in Canadian dollars, a currency different from the Company’s functional currency, are recognized as a financial liability at fair value through profit and loss. The 1,632,366 warrants denominated in United States dollars are recognized as part of share capital. At December 31, 2017 $385 is included in share capital related to these warrants. The following table details the number and value of the non-broker Class A common share purchase warrants denominated in Canadian dollars that are outstanding and included in warrant liability at each balance sheet date. Balance at December 31, 2016 Anti-dilution adjustment Expired Revaluation Balance at December 31, 2017 Number of non-broker warrants Warrant liability 1,100,470 $ 137 81,531 (1,006,977) - 8 (105) (40) 175,024 $ - On December 31, 2017, the 146,983 non-broker warrants issued on January 14, 2015 and increased to 175,024 on March 30, 2017 were revalued to $Nil utilizing the Black-Scholes option pricing model with the following assumptions: exercise price of C$0.80; average volatility rate of 58.4%; risk-free interest rate of 1.41%; expected life of 1 month; and an exchange rate of 0.80. 2017 Annual Report | Consolidated Financial Statements 50 The Company also issued 917,827 non-broker warrants on April 1, 2015 and 453,017 non-broker warrants on May 1, 2015 that were increased to 1,092,925 and 539,441, respectively on March 30, 2017. As the exercise price for both issuances are denominated in U.S. dollars, the Company’s functional currency, the warrants are not considered a derivative liability and are not required to be recorded as a liability and INTERMAP TECHNOLOGIES CORPORATION revalued at each balance sheet date. Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) INTERMAP TECHNOLOGIES CORPORATION 13. Income taxes: Notes to Consolidated Financial Statements For the years ended December 31, 2017 and 2016 INTERMAP TECHNOLOGIES CORPORATION a. Current tax (expense) recovery: INTERMAP TECHNOLOGIES CORPORATION (In thousands of United States dollars, except per share information) Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements For the years ended December 31, 2017 and 2016 (In thousands of United States dollars, except per share information) (In thousands of United States dollars, except per share information) Page 35 $ December 31 Page 34 2017 Current period Adjustment for prior periods For the years ended December 31, 2017 and 2016 For the years ended December 31, 2017 and 2016 (51) $ - $ (51) Page 35 Page 35 $ (14) 2016 (9) (5) December 31 b. Deferred tax recovery: Origination and reversal of temporary differences December 31 December 31 Origination and reversal of temporary differences Origination and reversal of temporary differences 2017 2016 $ 200 2017 2017 $ 2,458 2016 2016 $ $ 200 200 $ $ 2,458 2,458 During 2017, the Company recognized $200 (2016 - $2,458) in deferred tax expense related to the notes payable directly in equity. c. Reconciliation of effective tax rate: Income tax expense varies from the amount that would be computed by applying the basic federal December 31, and provincial income tax rates to the net loss before taxes as follows: Losses, excluding income tax December 31, December 31, Tax rate Losses, excluding income tax Losses, excluding income tax Expected Canadian income tax recovery Tax rate Tax rate Decrease resulting from: Expected Canadian income tax recovery Expected Canadian income tax recovery Decrease resulting from: Decrease resulting from: (1,304) 2017 2017 27.0% (1,304) (1,304) 352 27.0% 27.0% $ $ $ $ $ $ $ $ $ $ $ $ 2017 (17,729) 2016 2016 27.0% (17,729) (17,729) 4,787 27.0% 27.0% 2016 Change in unrecognized temporary differences Change in US statutory rate Difference between Canadian statutory rate and those Change in unrecognized temporary differences Change in unrecognized temporary differences applicable to U.S. and other foreign subsidiaries Change in US statutory rate Change in US statutory rate Non-deductible expenses and non-taxable income Difference between Canadian statutory rate and those Difference between Canadian statutory rate and those Adjustment for prior years income tax matters applicable to U.S. and other foreign subsidiaries applicable to U.S. and other foreign subsidiaries Tax losses expiring during the year Non-deductible expenses and non-taxable income Non-deductible expenses and non-taxable income Other Adjustment for prior years income tax matters Adjustment for prior years income tax matters Tax losses expiring during the year Tax losses expiring during the year Other Other 352 352 21,735 (22,263) 21,735 21,735 35 (22,263) (22,263) (580) 114 35 35 751 (580) (580) 5 114 114 149 751 751 5 5 149 149 4,787 4,787 (1,223) - (1,223) (1,223) 1,126 - - (2,898) 552 1,126 1,126 (2,898) (2,898) 100 552 552 2,444 100 100 2,444 2,444 $ $ $ $ $ $ d. Recognized deferred tax assets and liabilities: Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. Deferred tax assets and liabilities recognized at December 31, 2017 and 2016, are as follows: December 31, Property and equipment December 31, December 31, Note payable Property and equipment Tax loss carryforwards Property and equipment Note payable Note payable Tax (assets) liabilities Tax loss carryforwards Tax loss carryforwards Set off of tax Tax (assets) liabilities Tax (assets) liabilities Net tax (assets) liabilities Set off of tax Set off of tax Net tax (assets) liabilities Net tax (assets) liabilities Assets Liabilities 2017 2016 2017 $ Assets Assets $ - 2017 2017 - - $ (200) $ - - - (200) (200) (200) 200 $ (200) (200) $ $ - 200 200 - $ $ - $ - 2016 2016 - - $ (2,471) $ - - - (2,471) (2,471) (2,471) 2,471 $ (2,471) (2,471) $ $ - 2,471 2,471 $ - $ - $ Liabilities Liabilities $ - 2017 2017 200 - $ - $ - 200 200 $ 200 - - (200) $ 200 200 $ $ - (200) (200) $ - $ - 2016 . $ 13 2016 2016 . 2,458 . 13 $ - $ 13 2,458 2,458 2,471 - - (2,471) $ 2,471 2,471 $ $ - (2,471) (2,471) - $ $ - $ Net 2017 2016 Net Net $ - 2017 2017 200 - $ (200) $ - 200 200 $ - (200) (200) - - $ $ - $ - - - - $ $ - $ $ $ 2016 2016 13 2,458 13 (2,471) 13 2,458 2,458 $ - (2,471) (2,471) - $ - $ - $ - - - $ - $ - 2017 Annual Report | Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) (In thousands of United States dollars, except per share information) INTERMAP TECHNOLOGIES CORPORATION INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 For the years ended December 31, 2017 and 2016 For the years ended December 31, 2017 and 2016 For the years ended December 31, 2017 and 2016 Page 36 Page 36 Page 36 Page 36 51 e. Unrecognized deferred tax assets: December 31 December 31 Deferred tax assets have not been recognized in respect of the following items: December 31 December 31 Deductible temporary differences Deductible temporary differences Tax loss carryforwards Deductible temporary differences Tax loss carryforwards Tax loss carryforwards Deductible temporary differences Tax loss carryforwards $ $ 2017 19,891 19,891 215,222 215,222 $ $ 2017 2017 2017 19,891 19,891 215,222 215,222 235,113 235,113 2016 2016 2016 18,908 18,908 217,276 217,276 236,184 236,184 $ $ 2016 18,908 18,908 217,276 217,276 $ $ 236,184 $ $ $ $ 236,184 $ $ $ 235,113 $ 235,113 The deferred tax asset is recognized when it is probable that future taxable profit will be available to utilize the benefits. The Company has not recognized deferred tax assets with respect to these items due to the uncertainty of future Company earnings. Loss carry forwards: At December 31, 2017, approximately $222,639 of loss carry forwards and $2,550 of tax credits were available in various jurisdictions. At December 31, 2017 $7,417 of loss carry forwards were recognized as a deferred tax asset. A summary of losses by year of expiry are as follows: Twelve months ended December 31, Twelve months ended December 31, Twelve months ended December 31, Twelve months ended December 31, 2018 2018 2018 2020 2020 2020 2021-2037 2021-2037 2021-2037 2018 2020 2021-2037 f. Movement in deferred tax balances during the year: $ $ $ 1,870 1,870 $ 1,870 2,812 1,870 2,812 2,812 217,957 2,812 217,957 217,957 222,639 $ 217,957 222,639 $ 222,639 222,639 $ $ Property and equipment Property and equipment Property and equipment Note payable Property and equipment Note payable Note payable Tax loss carryforwards Note payable Tax loss carryforwards Tax loss carryforwards Tax loss carryforwards Net tax (assets) liabilities Net tax (assets) liabilities Net tax (assets) liabilities Net tax (assets) liabilities Balance at December 31, 2016 Recognized in Profit and Loss Balance at Balance at Balance at December 31, 2016 December 31, 2016 December 31, 2016 $ $ Recognized in Profit and Loss 13 $ 13 $ 13 2,458 13 $ 2,458 2,458 (2,471) 2,458 (2,471) (2,471) (2,471) - $ - $ - $ $ Recognized in Recognized in Profit and Loss Profit and Loss $ (13) $ (13) (658) (658) 471 471 $ (200) $ (200) $ $ - Recognized Balance at Recognized Balance at Recognized Balance at in Equity December 31, 2017 Recognized Balance at in Equity December 31, 2017 in Equity December 31, 2017 in Equity December 31, 2017 - (13) $ $ - $ - $ - - (13) $ $ - 200 (658) 2,000 $ - - $ 200 2,000 200 (658) 2,000 - 471 (2,000) 200 2,000 - (2,000) - 471 (2,000) - (2,000) $ 200 (200) - $ 200 - $ 200 (200) $ $ - $ $ - $ 200 $ 14. Commitments: The Company has commitments related to operating leases for office space and equipment which require the following payments for each year ending December 31: 2018 2018 2019 2019 2020 2020 2018 2019 2020 2018 2019 2020 $ $ $ 509 $ 509 388 388 233 $ 233 1,130 $ 1,130 509 509 388 388 233 233 1,130 1,130 INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) $ $ For the years ended December 31, 2017 and 2016 During the twelve months ended December 31, 2017, the Company recognized $915 (year ended Page 37 December 31, 2016 - $1,086) in operating lease expense for office space. 15. Segmented information: The operations of the Company are in one industry segment: digital mapping and related services. Geographic segments of revenue are as follows: Year ended December 31, 2017 2016 United States Asia/Pacific Europe December 31, United States Canada Europe Asia/Pacific $ $ 6,925 10,987 1,392 19,304 4,960 686 1,403 7,049 $ $ 2017 2016 $ 4,191 194 4 71 $ 1,401 31 22 3 $ 4,460 $ 1,457 Year ended December 31, Customer A Customer B 2017 5,631 $ 9,270 $ - $ 14,901 $ 3,546 2016 3,546 2017 Annual Report | Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION (In thousands of United States dollars, except per share information) Notes to Consolidated Financial Statements For the years ended December 31, 2017 and 2016 (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 Page 37 Page 37 Year ended December 31, United States Year ended December 31, Asia/Pacific Europe United States Asia/Pacific Europe 52 December 31, Property and equipment of the Company are located as follows: United States Canada December 31, Europe United States Asia/Pacific Canada Europe Asia/Pacific 2017 2016 $ $ $ $ $ $ $ $ 2017 2016 $ $ $ $ $ $ $ $ 6,925 2017 10,987 1,392 6,925 19,304 10,987 1,392 19,304 4,191 194 2017 4 4,191 71 194 4,460 4 71 4,460 4,960 2016 686 1,403 4,960 7,049 686 1,403 7,049 1,401 31 2016 22 1,401 3 31 1,457 22 3 1,457 A summary of sales to major customers that exceeded 10% of total sales during each period are as follows: Year ended December 31, Customer A Year ended December 31, Customer B Customer A Customer B 16. Financial risk management: 2017 2016 $ $ $ $ 9,270 2017 5,631 14,901 9,270 5,631 14,901 $ - 2016 3,546 $ 3,546 $ - 3,546 3,546 $ The Company has exposure to the following risks from its use of financial instruments: credit risk, market risk, liquidity risk, and capital risk. Management, the Board of Directors, and the Audit Committee monitor risk management activities and review the adequacy of such activities. This note presents information about the Company’s exposure to each of the risks as well as the objectives, policies and processes for measuring and managing those risks. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. a. Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Such risks arise principally from certain financial assets held by the Company consisting of outstanding trade receivables and investment securities. The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. Approximately 77 percent of the Company’s revenue is attributable to transactions with two key customers (year ended December 31, 2016 - 50 percent of the revenue was attributable to one key customer), approximately 20 percent of the Company’s trade amounts receivable at year end are attributable to customers located in Asia/Pacific (December 31, 2016 – approximately 12 percent), and approximately 67 percent of the Company’s trade amounts receivable at year end are attributable to customers located in Europe (December 31, 2016 – approximately 32 percent). The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. A significant portion of the Company’s customers have transacted with the Company in the past or are reputable large Companies and losses have occurred infrequently. The maximum exposure to credit risk of the Company at period end is the carrying value of these financial assets. 2017 Annual Report | Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 Page 38 53 i. Trade receivables Provisions for doubtful accounts are made on a customer-by-customer basis. All write downs against receivables are recorded within sales, general and administrative expense in the statement of operations. The Company is exposed to credit-related losses on sales to customers outside North America due to potentially higher risks of collectability. Amounts receivable as of December 31, 2017, and December 31, 2016, consist of: December 31, 2017 2016 INTERMAP TECHNOLOGIES CORPORATION INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) (In thousands of United States dollars, except per share information) Trade amounts receivable Employee receivables Other miscellaneous receivables Allowance for doubtful accounts $ 519 - 2 - $ 559 2 45 (6) For the years ended December 31, 2017 and 2016 For the years ended December 31, 2017 and 2016 $ 521 $ 600 Page 40 Page 40 Trade amounts receivable by geography consist of: December 31, December 31, United States United States Asia/Pacific Asia/Pacific Europe Europe Canada Canada 2017 2017 2016 2016 $ $ 67 67 103 103 349 349 - - $ $ 308 308 66 66 180 180 5 5 $ $ 519 519 $ $ 559 559 An aging of the Company’s trade amounts receivable are as follows: December 31, December 31, Current Current 31-60 days 31-60 days 61-90 days 61-90 days Over 91 days Over 91 days 2017 2017 2016 2016 $ $ 344 344 49 49 - - 126 126 $ $ 403 403 60 60 3 3 93 93 $ $ 519 519 $ $ 559 559 The balance of the past due amounts relates to reoccurring customers and are considered collectible. ii. Investments in securities The Company manages its credit risk surrounding cash by dealing solely with what management believes to be reputable banks and financial institutions, and limiting the allocation of excess funds into financial instruments that management believes to be highly liquid, low risk investments. The balance at December 31, 2017, is held in cash at banks within the United States, Canada, Europe, Asia, and Australia to facilitate the payment of operations in those jurisdictions. b. Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Company’s income or the value of its holding of financial instruments. i. Foreign exchange risk The Company operates internationally and is exposed to foreign exchange risk from various currencies, primarily the Canadian dollar, Euro, British pound, Indonesian rupiah, Czech Republic koruna, Malaysian ringgit and Australian dollar. Foreign exchange risk arises from sales and purchase transactions as well as recognized financial assets and liabilities that are denominated in a currency other than the United States dollar, which is the functional currency of the Company and most its subsidiaries. 2017 Annual Report | Consolidated Financial Statements 54 INTERMAP TECHNOLOGIES CORPORATION INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) Notes to Consolidated Financial Statements For the years ended December 31, 2017 and 2016 (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 Page 41 Page 41 For the years ended December 31, 2017 and 2016 The Company’s primary objective in managing its foreign exchange risk is to preserve sales values and cash flows and reduce variations in performance. Although management monitors exposure to such fluctuations, it does not employ any external hedging strategies to counteract the foreign currency fluctuations. Page 41 The balances in foreign currencies at December 31, 2017, are as follows: (in USD) Euro Cash and (in USD) cash equivalents Cash and (in USD) Amounts receivable cash equivalents Accounts payable and Cash and Amounts receivable accrued liabilities cash equivalents Accounts payable and Amounts receivable accrued liabilities Accounts payable and accrued liabilities (in USD) (in USD) Cash and cash equivalents Cash and (in USD) Amounts receivable cash equivalents Accounts payable and Cash and Amounts receivable accrued liabilities cash equivalents Accounts payable and Amounts receivable accrued liabilities Accounts payable and accrued liabilities December 31, 2017 December 31, 2017 December 31, 2017 United States dollar: Depreciates 10% United States dollar: Appreciates 10% Depreciates 10% United States dollar: Appreciates 10% December 31, 2016 Depreciates 10% Appreciates 10% December 31, 2016 December 31, 2016 Australian Dollar Australian Dollar Australian $ - Dollar 99 $ - 99 (54) - $ $ 99 45 (54) $ Canadian Dollar Canadian Dollar Canadian 246 Dollar 4 246 4 (730) 246 4 (480) (730) $ $ $ British Pound British Pound British $ - Pound 33 $ - Indonesian Rupiah Indonesian Rupiah Indonesian $ 9 Rupiah - $ 9 Euro $ - Euro 43 $ - 43 (197) - $ 33 (3) - $ - (239) 9 $ $ 43 (154) (197) $ 33 30 (3) $ - (230) (239) Czech Republic Czech Koruna Republic Czech Koruna Republic (2) Koruna 117 (2) 117 (172) (2) 117 (57) (172) $ $ $ $ $ 45 (54) $ (480) (730) $ (154) (197) $ 30 (3) $ (230) (239) $ (57) (172) $ 45 $ (480) $ (154) $ 30 $ (230) $ (57) Australian Dollar Australian Dollar Australian $ - Dollar 7 $ - $ - 7 (2) 7 $ 5 (2) Canadian Dollar Canadian Dollar Canadian 166 Dollar 47 166 47 (482) 166 47 (269) (482) Euro Euro $ 7 Euro 74 $ 7 74 (176) $ 7 74 (95) (176) $ British Pound British Pound British $ - Pound 18 $ - Indonesian Rupiah Indonesian Rupiah Indonesian $ 9 Rupiah - $ 9 18 (3) - $ - (177) 9 $ $ 18 15 (3) $ - (168) (177) $ $ $ $ Czech Republic Czech Koruna Republic Czech Koruna Republic 67 Koruna 42 67 42 (121) 67 42 (12) (121) $ $ $ $ $ 5 (2) $ (269) (482) $ (95) (176) $ 15 (3) $ (168) (177) $ (12) (121) The balances in foreign currencies at December 31, 2016, are as follows: $ Based on the net exposures at December 31, 2017 and 2016, and if all other variables remain constant, a 10% depreciation or appreciation of the United States dollar against the following currencies would result in an increase / (decrease) in net earnings by the amounts shown below: $ 5 $ $ $ $ (168) (269) (95) 15 (12) $ $ $ $ $ $ $ $ $ $ $ $ Euro Euro 15 Euro (15) 15 (15) 15 (15) Euro Australian Dollar Australian Dollar Australian (5) Dollar 5 (5) 5 (5) 5 Australian Dollar Australian Dollar Australian (1) Dollar 1 (1) 1 (1) 1 Canadian Dollar Canadian Dollar Canadian 26 Dollar (26) 26 (26) 26 (26) Canadian Dollar Canadian Dollar Canadian 27 Dollar (27) 27 (27) 27 (27) British Pound British Pound British (3) Pound 3 (3) 3 (3) 3 British Pound British Pound British (1) Pound 1 (1) 1 (1) 1 $ $ Indonesian Rupiah Indonesian Rupiah Indonesian $ 23 Rupiah (23) 23 (23) 23 (23) Indonesian Rupiah Indonesian Rupiah Indonesian 17 Rupiah (17) 17 (17) 17 (17) Czech Republic Czech Koruna Republic Czech Koruna Republic $ 6 Koruna (6) $ 6 (6) 6 $ Czech (6) Republic Czech Koruna Republic Czech Koruna Republic $ 1 Koruna (1) 1 $ (1) 1 $ (1) $ $ United States dollar: Depreciates 10% United States dollar: Appreciates 10% Depreciates 10% United States dollar: Appreciates 10% Depreciates 10% Interest rate risk Appreciates 10% Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Euro $ 9 Euro (9) 9 $ (9) 9 $ (9) $ $ $ $ $ $ $ $ $ $ ii. Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not have any debt instruments outstanding with variable interest rates at December 31, 2017, or December 31, 2016. Financial liabilities that bear interest at fixed rates are subject to fair value interest rate risk. No currency hedging relationships have been established for the related monthly interest and principal payments. 2017 Annual Report | Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 Page 42 55 The Company manages its interest rate risk by minimizing financing costs on its borrowings and maximizing interest income earned on excess funds while maintaining the liquidity necessary to conduct operations on a day-to-day basis. c. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company’s approach to managing capital is to ensure, as far as possible, that it will have sufficient liquidity to meets its obligations. The Company manages its liquidity risk by evaluating working capital availability and forecasting cash flows from operations and anticipated investing and financing activities. At December 31, 2017, the Company has a cash balance of $6,363 (year ended December 31, 2016 – $6,527) and working capital of positive $348 (year ended December 31, 2016 – negative $3,849). The following are the contractual maturities of the undiscounted cash flows of financial liabilities as of December 31, 2017: Payment due: In less than 3 months Between 3 months and 6 months Between 6 months and 1 year Between 1 year and 2 years Between 2 years and 5 years Accounts payable Notes Payable Project financing Obligations under finance leases and accrued liabilities INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) 3,279 - 1,303 4 - 191 706 - - 22 - - - 33,914 - For the years ended December 31, 2017 and 2016 3 3 6 12 $ 4,585 $ 25 $ 712 $ 207 3 Page 43 33,917 $ The following are the contractual maturities of the undiscounted cash flows of financial liabilities as of December 31, 2016: Accounts payable and accrued liabilities Warrant liabilities(1) Notes Payable Project financing Other long-term liabilities Obligations under finance leases Payment due: In less than 3 months Between 3 months and 6 months Between 6 months and 1 year Between 1 year and 2 years Between 2 years and 5 years $ 2,920 53 6,000 1,214 100 $ 164 - - - - $ 471 54 - - - - $ 30 - 168 - - $ - 30,803 - - 25 25 6 14 14 $ 10,312 $ 189 $ 531 $ 212 $ 30,817 The warrant liabilities are 100% vested and can be exercised by the holders at any time; however, the obligation is (1) non-cash and will be settled in equity (see Note 12). d. Capital risk The Company’s objectives when managing its capital risk is to safeguard its assets, while at the same time maintaining investor, creditor, and market confidence, and to sustain future development of the business and ultimately protect shareholder value. The Company manages its risks and exposures by implementing the strategies below. The Company includes shareholders’ deficiency, long-term notes payable, long-term portion of project financing and long-term portion of obligations under finance leases in the definition of capital. Total capital at December 31, 2017, was positive $4,688 (December 31, 2016 – negative $2,525). To maintain or adjust the capital structure, the Company may issue new shares, issue new debt with different 2017 Annual Report | Consolidated Financial Statements 56 characteristics, acquire or dispose of assets, or adjust the amount of cash and short-term investment balances held. The Company has established a budgeting and planning process with a focus on cash, working capital, and operational expenditures and continuously assesses its capital structure considering current economic conditions and changes in the Company’s short-term and long-term plans. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements. INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) 17. Fair values: For the years ended December 31, 2017 and 2016 a. Fair value: Page 44 Set out below is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments that are carried in the Consolidated Balance Sheet: December 31, 2017 Carrying Amount Fair Value December 31, 2016 Carrying Amount Fair Value Financial assets Loans and receivables: Cash Amounts receivable Financial liabilities Derivative financial liabilities at fair value through profit and loss: Non-broker warrants Other financial liabilities: Notes payable Accounts payable and accrued liabilities $ $ 6,363 521 6,884 $ $ 6,363 521 6,884 $ $ 6,527 600 7,127 $ $ 6,527 600 7,127 $ - $ - $ 137 $ 137 26,496 4,011 30,507 $ 27,136 4,011 31,147 $ 27,701 3,555 31,393 $ 27,701 3,555 31,393 $ The fair values of the financial assets and liabilities are shown at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:  •  •  • Cash, amounts receivable, accounts payable and accrued liabilities and provisions approximate their carrying amounts largely due to the short-term maturities of these instruments. Notes payable are evaluated by the Company based on parameters such as interest rates and the risk characteristics of the instrument. The fair value of the non-broker warrants is estimated using the Black-Scholes option pricing model incorporating various inputs including the underlying price volatility and discount rate (see Note 12). b. Fair value hierarchy: Financial instruments recorded at fair value on the Consolidated Balance Sheet are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: Level 1 – valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices; 2017 Annual Report | Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements INTERMAP TECHNOLOGIES CORPORATION (In thousands of United States dollars, except per share information) Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) For the years ended December 31, 2017 and 2016 For the years ended December 31, 2017 and 2016 Page 45 Page 45 57 Level 3 – valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs). The fair value hierarchy of financial instruments recorded at fair value on the Consolidated Balance Sheet are as follows: Financial liabilities Non-broker warrants Financial liabilities Non-broker warrants $ - December 31, 2017 Level 1 Level 2 Level 3 December 31, 2017 Level 1 Level 2 Level 3 Level 1 December 31, 2016 Level 2 December 31, 2016 Level 2 Level 1 Level 3 Level 3 $ - $ - $ - $ 137 $ - $ - $ - $ - $ - $ 137 $ - During the reporting periods, there were no transfers between Level 1 and Level 2 fair value measurements. 18. Key management personnel and director compensation: The Company’s compensation program specifically provides for total compensation for executive officers, which is a combination of base salary, performance-based incentives and benefit programs that reflect aggregated competitive pay considering business achievement, fulfillment of individual objectives and overall job performance. Executive officers participate in the Company’s share compensation and share option plans (Note 11). The compensation of non-employee directors consists of a cash component and a share component. Directors participate in the Company’s share option plan and director’s share compensation plan (Note 11(e)). The following summarizes key management personnel and directors’ compensation for the years ended December 31, 2017 and 2016: Year ended December 31, 2017 2016 Year ended December 31, Compensation and benefits Post-employment benefits Share-based payments LTIP Compensation and benefits Post-employment benefits Share-based payments LTIP INTERMAP TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of United States dollars, except per share information) $ $ The following summarizes key management personnel and directors share ownership of the Company as of December 31, 2017, and 2016: For the years ended December 31, 2017 and 2016 Page 46 $ 1,839 202 $ 260 (33) 2,268 2017 $ 1,482 620 $ 321 (130) 2,293 1,839 202 260 $ (33) 2,268 $ 2016 1,482 620 321 (130) 2,293 December 31, Number of Class A Common shares held Percentage of total Class A Common shares issued 2017 377,871 2.30% 2016 (1) 232,207 2.29% (1) Class A Common shares were adjusted due to the share consolidation in December 2017 (see Note 11(b)) for comparative purposes. 19. Subsequent event: During January 2018, 175,024 warrants (146,983 warrants issued on January 21, 2014 adjusted for anti- dilution provisions on March 30, 2017) naturally expired. 2017 Annual Report | Consolidated Financial Statements Intermap Technologies 8310 South Valley Highway, Suite 400 Englewood, Colorado 80112-5809 United States Phone: +1 (303) 708-0955 +1 (303) 708-0952 Fax: info@intermap.com E-mail: www.intermap.com Web: Denver · Calgary · Jakarta · Prague

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