CALGARY, May 11, 2017 /CNW/ - Clarocity Corporation (TSXV:CLY) (the "Company" or "Clarocity") is pleased to announce that subject to final acceptance by the TSX Venture Exchange, it has completed the previously announced acquisition of intellectual property assets owned by Ernie Durbin and Steve Ferguson (the "Vendors") for an aggregate price of USD $1,600,000 ("Purchase Price").
"We are excited to begin integrating these tools into our existing platform and products, which will ultimately provide a more concise and accurate valuation data point that creates a significant number of opportunities going forward," said Shane Copeland, CEO of Clarocity. "In the short term, this new tool allows us to provide unmatched accuracy in our appraisals with absolute transparency to our clients, giving us an edge over competitors and solidifying our place in the market place as an industry innovator and leader."
The Purchase Price was satisfied by: (a) issuing non-interest bearing promissory notes to the Vendors in the aggregate amount of USD $100,000, repayable by Clarocity on or before March 31, 2018; and (b) payment of approximately USD $1,500,000 by issuing to the Vendors an aggregate of 11,520,000 common shares in the capital of Clarocity ("Shares"), at a deemed price per Share of CAD $0.175; of which 7,680,000 of Shares remain subject to contractual escrow restrictions.
Mr. Ferguson is an arm's length party to the Company. However, as Mr. Durbin is an officer of a wholly-owned subsidiary of the Company, the acquisition constitutes a "related party transaction" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the securities of Clarocity are listed on the TSX Venture Exchange and that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the acquired assets, insofar as it involves interested parties, exceeds 25% of the market capitalization of the Company.
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.
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 does not constitute an offer to sell or a solicitation of an offer to buy and 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.
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.
SOURCE Clarocity Corporation
For further information: visit www.clarocity.com or contact: Shane Copeland, CEO, Clarocity Corporation, 760-208-6460, [email protected]; Babak Pedram, Investor Relations, Virtus Advisory Group Inc., 416-644-5081, [email protected]