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Clarocity Corporation Announces Closing of Fourth Tranche of Financing for $1 Million

CALGARY , March 7, 2017 /CNW/ - Clarocity Corporation (CLY.V) (the "Company" or "Clarocity") today announced that it has closed the fourth tranche of the previously announced (see February 21, 2017 press release) $6,150,000 million amended Debt Facility ("Amended Facility") provided by StableView Asset Management ("StableView") on behalf of managed accounts and funds, with gross proceeds of $1,000,000 .

"We are eager to expedite the formal integration of Valuation Vision and Valued Veterans services groups into one fully aligned operations team under one entity and one brand that is able produce all versions of appraisal and valuation products under the existing AMC license. We firmly believe that by streamlining the services group under one entity we are better able to execute on the existing services sales pipeline and in turn capture more revenue for Clarocity. This financing will speed up the recognition of revenue and propel the sales team forward in closing new business." stated Shane Copeland , CEO of Clarocity.

Clarocity issued an aggregate amount of $1 million in principal amount of debentures ("Debentures") at a price of $1,000 per $1,000 principal amount of Debenture. The Debentures will bear an interest rate of 15% per annum payable quarterly in cash or in common shares ("Common Shares"), at the option of StableView, subject to a reduction to 12% per annum if all the Company's debt ranking in priority to the Debentures is fully repaid. The Debentures will mature on September 21, 2019 . At any time after six months and a day after the issuance of the Debentures, StableView may, upon giving six months notice, require repayment of the outstanding Debentures together with any accrued and/or unpaid interest.  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 issued 400,000 Common Shares and 2,444,444 common share purchase warrants ("Warrants"). Each Warrant entitles the holder thereof to purchase one Common Share in the capital of the Company at $0.135 per Common Share, exercisable for a period of 36 months from the date of issuance.

The proceeds from the Amended Facility will be used to repay the outstanding promissory notes issued by the Company as part of the Valued Veterans LLC acquisition. The transaction is subject to the submission of final documents and final approval of the TSX Venture Exchange.

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of securities to StableView constitutes a "related party transaction" as following the issuance StableView will have control or direction over approximately 10.56% of the Company's outstanding Common Shares. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the securities of Clarocity are only listed on the TSX Venture Exchange and that the fair market value of the issuance of the Common Shares, Debentures and Warrants, insofar as interested parties are involved, does not exceed 25% of the market capitalization of the Company. 

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 and include payment of the Valued Veterans LLC promissory notes. Such statements are subject to risk factors associated with the real estate industry, the overall economy in both Canada and the United States . 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


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