Clarocity Corporation Announces Q1 Results, Shares for Services and Clarifies Repayment of Convertible Debentures - Seite 3

Issuance of shares under this agreement are subject to approval by the TSX Venture Exchange.

Related Party Transaction Exempt

The issuance of shares to StableView pursuant to the fiscal advisory agreement is a related party transaction exempt from the formal valuation and minority approval provisions of Multilateral Instrument - Protection of Minority Security Holders in Special Transactions ("MI 61-101") in reliance on either ss. 5.5 (a) Fair Market Value Not More Than 25% of Market Capitalization or ss. 5.5 (b) Issuer Not Listed On Specified Exchange and ss. 5.7(a) ) Fair Market Value Not More Than 25% of Market Capitalization based on a determination that the securities of Clarocity are only listed on the TSX Venture Exchange and that the aggregate fair market value of the shares, insofar as interested parties are involved, does not exceed 25% of the market capitalization of the Company.

Correction: Principal Amount of Convertible Debentures Repaid on Maturity

The outstanding principal balance of convertible debentures which matured May 9, 2017, was $2,861,000, otherwise convertible into 23,841,667 common shares and warrants exercisable for a further 23,841,667 common shares.

For further information, visit www.clarocity.com.

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.

Forward-Looking Information

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)

Clarocity Corporation
Shane Copeland
CEO
760-208-6460
[e-mail]
www.clarocity.com

Virtus Advisory Group Inc.
Babak Pedram
Investor Relations
416-644-5081
[e-mail]