Clarocity Corporation Announces Increased Facility and Amendments to Debt Facilities

CALGARY, April 27, 2018 /CNW/ - Clarocity Corporation (TSXV:CLY; OTCQB:CLRYF) ("Clarocity" or the "Company") announces it has amended the previously announced (see November 17, 2017, December 6, 2017, February 14, 2018 press releases) debt Facility 3.0 provided by StableView Asset Management Inc. ("StableView"). The initial $2,750,000 facility has been drawn down and the Company and StableView have agreed to increase the amount available for drawdown to $3,850,000 ("Increased Facility 3.0"). The up to $1,000,000 additional proceeds from the Increased Facility 3.0 will be used for several working capital purposes.

Pursuant to the Increased Facility, Clarocity will issue up to an aggregate amount of $1 million in principal amount of debentures ("Debentures") at a price $1,000 per $1,000 principal amount of Debenture. The Debentures will bear an interest rate of 24% per annum payable quarterly in common shares or cash, at the option of StableView. The Debentures will mature on November 14, 2018. The Debentures have been guaranteed by the Company's wholly-owned subsidiary, Valuation Vision, Inc. (the "Guarantor"), and are secured against all of the Company's and the Guarantor's property and assets.

In addition, the Company and StableView have agreed to amend all existing debt facilities provided by StableView to provide that StableView, on behalf of all debentureholders, may with thirty days advance notice to the Company, require repayment of the principal of all outstanding debentures together with any accrued and/or unpaid interest and payment of a repayment bonus of 30% of the principal amount being repaid. The aggregate principal amount under existing facilities including Increased Facility 3.0 is $18.95 million. The amendments also provide that the Company may on forty-five days advance notice to StableView, require repayment of the principal amount of all outstanding debentures together with any accrued and/or unpaid interest and payment of an early repayment penalty equal to 30% of the principal amount to be repaid.

In addition, the Company has also agreed to amend two demand promissory notes for principal amounts of $350,000 and $1,030,000 issued to StableView on August 30, 2016 and May 8, 2017 respectively, to provide for maturity, interest and security similar to that applicable under the Increased Facility 3.0.

The transactions are related party transactions under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. The Company will rely on an exemption from the formal valuation and minority approval provisions of Multilateral Instrument 61-101 in reliance on section 5.5(b) as a TSX Venture Exchange listed issuer not listed on specified markets and sections 5.5(a) and 5.7(a) on the basis that the fair market value of the transactions, insofar as interested parties are involved, will not exceed 25% of the market capitalization of the Company. Due to the Company's working capital requirements, it was determined to immediately amend the debt facilities including Facility 3.0.  As a result, it is reasonable and necessary in the circumstances that the 21 day advance filing period for the material change report prescribed by Multilateral Instrument 61-101 in respect of these transactions be abridged.

The transactions are subject to the submission of final documents and final approval of the TSX Venture Exchange.

About Clarocity Corporation

Clarocity Corporation provides real estate valuation solutions and platform technologies designed to address today's dynamic housing market. Our innovative platform is driving the next-generation of valuation solutions such as MarketValue Pro (MVP) and BPOMerge and setting new standards in real estate valuation quality and reliability.

Every day GSE, banking, and investor clients rely on our proprietary solutions to value assets, fund loans, and securitize portfolios. As a fully integrated technology and valuation services company, Clarocity provides a full spectrum of appraisal and alternative valuation solutions. For more information, visit www.clarocity.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This news release contains forward-looking statements which may include financial and business prospects, as well as statements regarding the Company's future plans, objectives or economic performance and financial outlooks. Such statements are subject to risk factors associated with the real estate industry, the overall economy in both Canada and the United States. Forward looking information in this press release includes, among other things, information related to approval by the TSX Venture Exchange and among other approvals required to effect the indenture amendments and complete the issuance of the Debentures and Increased Facility 3.0. The Company believes that the expectations reflected in this news release are reasonable but actual results may be affected by a variety of variables and may be materially different from the results or events predicted in the forward-looking statements. Readers are therefore cautioned not to place undue reliance on these forward-looking statements. In evaluating forward-looking statements readers should consider the risk factors which could cause actual results or events to differ materially from those indicated by such forward-looking statements. These forward-looking statements are made as of the date hereof, and unless otherwise required by applicable securities laws, the Company does not intend nor does it undertake any obligation to update or revise any forward-looking statements.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act)

SOURCE Clarocity Corporation