Clarocity Corporation Announces Amending Agreement to Valued Veterans Purchase Agreement

CALGARY, Oct. 27, 2016 /CNW/ - Clarocity Corporation (TSXV:CLY) (the "Company" or "Clarocity") today announced it has amended the previously announced purchase agreement for the acquisition of Valued Veterans, LLC ("ValVets") and will issue an additional 2,500,000 common shares to ValVets. The Company expects the transaction to close imminently, subject to TSX Venture Exchange approval.

"Over the past few months, Andrew Belt and his team at ValVets have exceeded our expectations," said Shane Copeland, CEO of Clarocity. "ValVets has shown potential to contribute more than we had initially expected to Clarocity in terms of both revenue and reputation. Accordingly, we agreed to amend the original agreement to accurately reflect the value to Clarocity and to further ensure that the interests of Clarocity and ValVets are completely aligned."

The purchase consideration, after the amendment, will consist of: (i) USD $750,000 in cash by way of vendor financed promissory notes; (ii) 7,500,000 common shares in the capital of Clarocity; and (iii) an additional USD $100,000 payable in common shares in the capital of Clarocity. The common shares to be issued as part of the purchase consideration will be issued at a deemed price equal to the Market Price (as defined under the policies of the TSX Venture Exchange and the purchase agreement) as of the date of the purchase agreement, being August 1, 2016. The promissory notes will be payable as follows: (i) USD $500,000 payable on or before March 2017; and (ii) USD $250,000 payable on or before March 2018, and will be secured against default by the ownership interests of Valued Veterans, LLC. The existing management of ValVets will remain in place.

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 which include closing the transaction and approval by the TSX Venture Exchange to close the transaction. 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]