Toronto, Ontario – September 13, 2017 – Clarocity Corporation (TSXV: CLY OTC: CLRYF) (the “Company” or “Clarocity”) is pleased to announce the results of the meetings held on September 12, 2017 (“Meetings”) for the holders (“Warrantholders”) of common share purchase warrants expiring December 11, 2017 (“Warrants”). At the Meetings, Warrantholders approved extraordinary resolutions to amend (the “Warrant Amendments”) the Warrants to: (a) reduce the exercise price to $0.132; (b) reduce the exercise period to 30 days; (c) add the right to put the Warrants to Clarocity in consideration of $0.0125 per Warrant; and (d) automatically exercise the put immediately prior to expiry.
The extraordinary resolutions were approved by over 98% of the votes cast at each Meeting. Full details regarding the amended Warrants are set out in the Company’s management information circular dated August 14, 2017, which is available on SEDAR at www.sedar.com.
“We have been clear since early 2016 that we would rationalize and reduce the capital structure of Clarocity,” said Shane Copeland, CEO of Clarocity Corporation. “This is yet another milestone in that process. With the elimination of these warrants, and previous elimination of options, RSUs and converts prior to this vote we are continuing to execute on reducing the fully diluted share count.”
Mr. Copeland continued, “Our goal has been and continues to be to deliver shareholder value. This move to eliminate these warrants is yet another step forward in accomplishing that goal.”
The Warrant Amendments are anti-dilutive and eliminate an aggregate of approximately 52,757,045 common shares of the Company otherwise issuable upon exercise of Warrants currently outstanding thereby improving the capital structure of the Company.
StableView Asset Management Inc. (“StableView”) exercise control or direction over an aggregate of 4,759,372 Warrants (representing approximately 15.2% of the outstanding Warrants under the first Warrant Indenture). David King, a former officer and director of Clarocity holds, directly and indirectly, an aggregate of 2,266,667 Warrants (representing approximately 10.55% of the outstanding Warrants under the second Warrant Indenture. As consideration for providing fiscal advisory services, StableView will be compensated one tenth (1/10) of one (1) common share of the Company for each Warrant surrendered, terminated, early exercised, or accelerated expired.
The Warrant Amendments were reviewed and approved by the board of directors of the Company including six independent of seven directors of Clarocity. To the extent required, the Company has relied upon the exemptions from formal valuation requirements found in s. 5.5(a) (Fair Market Value Not More than 25% of Market Capitalization) and s. 5.5(b) (Issuer Not Listed on Specified Markets) of MI 61-101 Takeover Bids and Special Transactions.
For further information, visit www.clarocity.com or contact:
Virtus Advisory Group Inc.
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.