Exhibit
99.1
FORM
51-102F3
MATERIAL
CHANGE REPORT
| Item
1 | Name
and Address of Company |
Intermap
Technologies Corporation (“Intermap” or the “Company”)
385
Inverness Pkwy, Suite 105
Englewood,
CO 80112
USA
| Item
2 | Date
of Material Change |
October
7, 2026
A
news release disclosing the material change was issued by Intermap on October 7, 2026 and disseminated through the services of GlobeNewswire.
A copy of the news release was filed on SEDAR+ with the securities regulatory authorities in each of the provinces of Canada.
| Item
4 | Summary
of Material Change |
On
October 7, 2026, Intermap completed its previously announced acquisition of all of the issued and outstanding shares of PCI Geomatics
Group Inc. (“PCI”) not already owned by Intermap and its affiliates (the “PCI Shares”) pursuant
to an arrangement agreement dated July 28, 2026 (the “Arrangement Agreement”) among Intermap, PCI and Grenadier Investments
Limited, a major shareholder of PCI.
The
acquisition was implemented pursuant to a court-approved plan of arrangement (the “Arrangement”) under section 192
the Canada Business Corporations Act. As a result of the Arrangement, PCI is now a wholly-owned subsidiary of Intermap.
| Item
5.1. | Full
Description of Material Change |
On
October 7, 2026, Intermap completed the acquisition of the PCI Shares by way of the Arrangement pursuant to the Arrangement Agreement.
Under the Arrangement Agreement, the PCI Shares were acquired for aggregate consideration of C$11,000,000 in cash, less certain transaction
expenses.
Prior
to completion of the Arrangement, Intermap maintained a longstanding strategic and technology relationship with PCI, including ownership
of certain shares in the capital of PCI. The acquisition broadens Intermap’s capabilities and customer reach across government,
defence and commercial markets.
June
McAlarey, President and CEO of PCI, continues in her role, and is now also Executive Vice President of Intermap, responsible for the
commercial business.
The
Arrangement Agreement provides for post-closing purchase price adjustments relating to the transaction expenses, with $150,000 of the
purchase price to be held in escrow to satisfy related obligations to Intermap. The Arrangement Agreement also provides for indemnities
customary in the acquisition of private companies, including for breaches of representations, warranties and covenants, with $1,100,000
of the purchase price to be held in escrow to satisfy indemnity obligations to Intermap.
A
copy of the Arrangement Agreement has been filed with the applicable Canadian securities regulators and is available on SEDAR+ at www.sedarplus.com.
| Item
5.2. | Disclosure
for Restructuring Transactions |
Not
applicable.
| Item
6 | Reliance
on Subsection 7.1(2) of National Instrument 51-102 |
Not
applicable.
| Item
7 | Omitted
Information |
Not
applicable.
Jennifer
Bakken
Executive
Vice President and CFO
CFO@intermap.com
+1
(303) 708-0955
October
16, 2026
Cautionary
Note Regarding Forward-Looking Information
Certain
information provided in this material change report, including reference to the anticipated benefits of the Arrangement, post-closing
price adjustments and escrow arrangements, and June McAlarey’s role at Intermap, constitute forward-looking statements.
Although
Intermap believes that these statements are based on information and assumptions that are current, reasonable and complete, these statements
are necessarily subject to a variety of known and unknown risks and uncertainties. Assumptions have been made regarding, among other
things, the successful integration of PCI’s business with that of Intermap, the amount of any post-closing purchase price adjustments,
and general business, economic, regulatory and market conditions. Readers are cautioned that the foregoing list is not exhaustive of
all assumptions that have been made.
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 talent, competing technologies, common share price volatility, loss of proprietary information, software
functionality, internet and system infrastructure functionality, information technology security, breakdown of strategic alliances, and
international and political considerations, as well as those risks and uncertainties discussed in Intermap’s Annual Information
Form and other securities filings.
While
the Company makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Accordingly, no assurances
can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what
benefits the Company will derive therefrom. All subsequent forward-looking statements, whether written or oral, attributable to Intermap
or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements
contained in this material change report are made as at the date of this material change report and the Company does not undertake any
obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information,
future events or otherwise, except as may be required by applicable securities law.
