Clarocity closes Valued Veterans acquisition

Clarocity Corp (C:CLY)
Shares Issued 190,462,932
Last Close 11/4/2016 $0.105
Monday November 7 2016 - News Release

Mr. Shane Copeland reports

CLAROCITY CORPORATION ANNOUNCES CLOSING OF VALVETS TRANSACTION

Clarocity Corp. has closed its previously disclosed acquisition of Valued Veterans LLC (ValVets) as of Nov. 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.

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