CALGARY, May 9, 2018 /CNW/ – Clarocity Corporation (TSXV:CLY; OTCQB:CLRYF) (the “Company” or “Clarocity“) today announced that it has closed the fifth tranche of the previously announced increased (see May 1, 2018, April 27, 2018, November 17, 2017 and December 18, 2017 press releases) Debt Facility (“Facility 3.0“) provided by StableView Asset Management (“StableView“) on behalf of managed accounts and funds with gross proceeds of $425,000.
Clarocity issued an aggregate amount of $467,500 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 may on 45 days notice and Stableview may on 30 days notice require repayment of all outstanding Debentures together with any accrued and/or unpaid interest and a 30% repayment bonus. 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 1,402,500 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 paid a drawdown fee of 10% of the amount drawn under the Facility which has been added to the principal amount of Facility 3.0.
The drawdown of Facility 3.0 and 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 (including the previous tranches), insofar as interested parties are involved, does not exceed 25% of the market capitalization of the Company. Due to the Company’s working capital requirements, it was determined to immediately close this fifth tranche under Facility 3.0. As a result, it is reasonable and necessary in the circumstances that the 21 day advance filing period for the material change report prescribed by Multilateral Instrument 61-101 in respect of this transaction be abridged.
The transaction is subject to the submission of final documents and final approval of the TSX Venture Exchange.
Further to the Company’s April 27, 2018 press release, the Company also announces it has extended the maturity date of previously announced Standby facility to November 14, 2018.
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.
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. 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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