Clarocity Corporation Announces Q1 Results, Shares for Services and Clarifies Repayment of Convertible Debentures - Seite 2

• Completed acquisition of intellectual property assets.
• Contract with U.S. agency to use the Company's MarketValue Pro to value asset portfolio.
• Subsequent order from large regional bank for its MarketValue Pro to support equity lending.
• Contract with top 10 credit union.
• Reorganization of valuation services division.
• Closing of initial tranche of standby facility for $4 million and repayment of convertible debentures.

Fiscal Advisory/Consulting Agreement and Shares for Services

Clarocity entered into a fiscal advisory/consulting agreement ("Fiscal Consulting Agreement") with StableView Asset Management Inc. ("StableView") effective as of March 28, 2016 retaining StableView to advise and assist on capital structure issues and rationalization and capital markets matters, to provide strategy and process and design and implementation assistance to bring the capital structure to a desired rationalized future state.

As compensation for the services of StableView, Clarocity agreed to pay StableView 1/10th of one share of Clarocity for each share of Clarocity underlying: (i) outstanding warrants, (ii) warrants issuable upon conversion of outstanding securities or (iii) outstanding convertible securities, surrendered, terminated, early exercised, early converted, accelerated expired or otherwise expired.

Pursuant to the Fiscal Consulting Agreement, StableView designed and implemented the early termination of 13,600,000 warrants of Clarocity previously announced (see press releases dated April 22, 2016 and May 4, 2016), and thereby reducing shareholder dilution and in respect of which Clarocity will issue to StableView 1,360,000 shares.

Pursuant to the Fiscal Consulting Agreement, StableView designed, implemented and arranged the previously announced standby debt facility (see press releases dated August 31, 2016 and May 10, 2017) to ensure repayment upon maturity on May 9, 2017 of all outstanding convertible debentures, resulting in the conversion of convertible debentures by holders to continue as investors in the Company and repayment of the balance of $2,861,000 of convertible debentures that were otherwise convertible into 23,841,667 common shares and warrants exercisable for a further 23,841,667 common shares eliminating 47,683,334 common shares (23,841,667 common shares and 23,841,667 common shares underlying warrants) from the fully diluted share count, significantly reducing shareholder dilution and in respect of which Clarocity will issue to StableView 4,768,334 shares.