Clarocity Corporation - Issuance of Shares in Lieu of Debt Payment

CALGARY, Nov. 3, 2017 /CNW/ - Clarocity Corporation (TSXV:CLY; OTCQB:CLRYF) (the "Company" or "Clarocity") today announced that it has agreed to issue 16,638,669 common shares in the aggregate amount of $1,663,867. The deemed issue price per share is $0.10, being not less than the discounted market price prescribed by the TSX Venture Exchange.

The outstanding debt is comprised of $659,463 owed to former warrantholders arising from the automatic exercise of put rights under the warrants and $1,004,404 owing to StableView Asset Management Inc. ("StableView") for past services performed.

The issuance of shares to StableView is a related party transaction exempt from the formal valuation and minority approval provisions of Multilateral Instrument - Protection of Minority Security Holders in Special Transactions in reliance on either ss. 5.5 (a) Fair Market Value Not More Than 25% of Market Capitalization or ss. 5.5 (b) Issuer Not Listed On Specified Exchange and ss. 5.7(a) Fair Market Value Not More Than 25% of Market Capitalization based on a determination that the securities of Clarocity are only listed on the TSX Venture Exchange and that the aggregate fair market value of the shares and the past services performed, insofar as interested parties are involved, does not exceed 25% of the market capitalization of the Company.

About Clarocity Corporation

Clarocity Corporation (formerly known as Zaio Corporation) provides real estate valuation technologies to deal with today's dynamic housing market through its proprietary valuation solutions. Every day GSE, banking, and investor clients rely on our proprietary solutions to fund loans and value assets. As a fully integrated technology and valuation services company, Clarocity provides unparalleled insight into their real estate business assets. 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy and 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.

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.

SOURCE Clarocity Corporation

visit www.clarocity.com or contact: Shane Copeland, CEO, Clarocity Corporation, 760-208-6460, [email protected]; Babak Pedram, Investor Relations, Virtus Advisory Group Inc., 416-644-5081, [email protected]