Clarocity Corporation Announces Closing of ValVets Transaction

CALGARY, Nov. 7, 2016 /CNW/ - Clarocity Corporation (TSXV:CLY) (the "Company" or "Clarocity") is pleased to announce that the previously disclosed acquisition of Valued Veterans, LLC ("ValVets") has closed as of November 4, 2016.

"We are very pleased to have completed our acquisition of ValVets and welcome aboard Andrew Belt and his team as part of the Clarocity brand," said Shane Copeland, CEO of Clarocity. "The synergies between Clarocity and ValVets are highly complementary and we have already begun to recognize the benefits from working as one cohesive group. We are well positioned going forward to capitalize on the massive valuation and appraisal market in front of us. With the addition of ValVets, we are now fully licensed across the US to perform appraisals opening the door for institutions to take full advantage of our Clarocity platform and next generation appraisal, the Market Value Pro (MVP)."

"On behalf of the ValVets team, I would like to express our excitement to be joining the Clarocity team," offered Andrew Belt, President of ValVets. "We firmly believe in the vision that Clarocity has outlined and are thrilled to be a part of this game-changing organization. We look forward to working alongside Clarocity under one brand to become the leading valuation platform in the country."

The purchase consideration will consist of: (i) USD $750,000 in cash by way of vendor financed promissory notes; and (ii) 8,463,377 common shares in the capital of Clarocity. The common shares to be issued as part of the purchase consideration were issued at a deemed price of $0.135 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.

Russ Bruemmer was a vendor (through a holding company) and board nominee under the purchase agreement and was elected as a director of the Company at its annual shareholder meeting effective September 20, 2016. As such, this transaction is considered to be a related party transaction subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that the issuance of common shares to Insiders did not exceed 25% of the fair market value of the Company's market capitalization. 

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]