Clarocity closes $1M 1st tranche of financing

Clarocity Corporation



News Release

Clarocity Corporation Announces Closing of First Tranche of Debt Facility

Calgary, Alberta – December 6, 2017 – Clarocity Corporation (TSXV:CLY; OTCQB:CLRYF) (the “Company” or “Clarocity”) today announced that it has closed the first tranche of the previously announced (see November 17, 2017 press release) $2.5 million Debt Facility (“Facility 3.0”) provided by StableView Asset Management (“StableView”) on behalf of managed accounts and funds with gross proceeds of $1,000,000.

Clarocity issued an aggregate amount of $1.1 million in principal amount of debentures (“Debentures”) at a price of $100 per $100 principal amount of Debenture. The Debentures will bear an interest rate of 24% per annum payable quarterly in common shares (“Common Shares”) or cash, at the option of the holder. The Corporation or StableView may on 60 days 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 have been secured against all of the Company’s and the Guarantor’s property, assets and patents and will be registered in all of the jurisdictions in which the Company and the Guarantor carry on business.

In addition, the Company issued 3,333,334 common share purchase warrants (“Warrants”). Each Warrant entitles the holder thereof to purchase one Common Share in the capital of the Company at $0.10 per Common Share, exercisable until November 14, 2018.

The Company also paid a drawdown fee of 10% of the amount drawn under the Facility ($100,000) added to the principal amount of Facility 3.0 on each draw down date.

The Company also agreed to amend the terms of existing Standby Facility (see press release August 17, 2017, July 20, 2017, May 10, 2017 and August 31, 2016) by amending conversion price of Standby convertible debentures from $0.16 to $0.10 per share.

The issuance of Debentures and Warrants to StableView is a related party transaction under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. The Company is relying on an exemption from the formal valuation and minority approval provisions of Multilateral Instrument 61-101 in reliance on sections 5.5(a) and 5.7(a) on the basis that the aggregate fair market value of the transaction, insofar as interested parties are involved, does not exceed 25% of the market capitalization of the Company.

The proceeds from the Facility will be used for general corporate purposes. The transaction is subject to the submission of final documents and final approval of the TSX Venture Exchange.

For further information, visit www.clarocity.com or contact:

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.

Shane Copeland
CEO
Clarocity Corporation
760-208-6460
scopeland@clarocity.com

Babak Pedram
Investor Relations
Virtus Advisory Group Inc.
416-644-5081
bpedram@virtusadvisory.com

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)