Debentures in Default on Maturity– Forbearance Sought and Debt Repayment Proposed

Carlsbad, California, UNITED STATES


TORONTO, Jan. 29, 2019 (GLOBE NEWSWIRE) -- Clarocity Corporation (TSXV: CLY; OTCQB: CLRYF) (“Clarocity”) announced today that an event of default has occurred in respect of $20,050,000 principal amount of secured debentures which matured and became due and payable January 25, 2019.  Clarocity is unable to repay the debentures and is seeking forbearance from debentureholders from enforcing the security held over all of Clarocity’s assets.  StableView Asset Management Inc. (“StableView”), as the principal secured lender and lender representative for the debentureholders, has agreed in principle to the forbearance conditional upon shareholders of Clarocity approving of the sale to iLOOKABOUT(the “Proposed Transaction”) of Clarocity’s Valuation Vision Inc. and Clarocity Valuation Services, LLC businesses (the “Operating Businesses”).

Clarocity and StableView, as the principal secured lender, have agreed that in the event shareholders approve the Proposed Transaction and the Proposed Transaction is completed, Clarocity will assign to StableView the $8,700,000 principal amount of iLOOKABOUT convertible debenture, 23,000,000 common shares of iLOOKABOUT, and 14,000,000 warrants of iLOOKABOUT in partial repayment of outstanding debentures and notes of Clarocity (the “Partial Repayment”), and the security held over the Operating Businesses will be released.

Clarocity continues to work towards completing a definitive agreement with iLOOKABOUT Corp. for the Proposed Transaction as described in our news release dated November 16, 2018. There is no assurance that an agreement will be finalized, necessary approvals will be obtained, or a transaction completed.

About Clarocity

Clarocity Corporation provides real estate valuation solutions and platform technologies designed to address today’s dynamic housing market. 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.

About iLOOKABOUT

iLOOKABOUT is a software, data analytics, data aggregation and visual intelligence company focused on real property. iLOOKABOUT primarily serves the property assessment, property taxation, municipal, insurance, and appraisal sectors, both public and private, in North America. iLOOKABOUT provides powerful data analytics to the real estate industry through its Real Property Tax Analytics software offering. iLOOKABOUT's proprietary StreetScape imagery and real property focused web-based application, GeoViewPort unifies property related data and enables desktop review of properties. iLOOKABOUT has integrated analytics and workflow management applications into GeoViewPort, which create highly valued service offerings for its clients. To augment its technology-based offerings, iLOOKABOUT provides real estate consulting services, with a focus on the Property Tax and Valuation sectors.

Cautionary Note

As noted above, completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and shareholder approval. The Proposed Transaction cannot close until the required approvals are obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. 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 Statements

This news release contains forward-looking statements that involve known and unknown risks, uncertainties and assumptions that may not be realized. These statements relate to future events or future performance and reflect management’s current expectations and assumptions which are based on information currently available to management. There is significant risk that forward-looking statements will not prove to be accurate. A number of factors could cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements discussed in the forward-looking statements. Important factors that could cause actual results to differ materially from those indicated or implied by forward-looking statements and information include the lack of assurance that due diligence will be satisfactory to iLOOKABOUT or that iLOOKABOUT and Clarocity, or Clarocity and StableView ,will be able to come to a negotiated agreement on the final terms of the Proposed Transaction and related matters, or that the Deposit and Cash Flow Payments will be repaid on the terms provided or at all. In addition, there is no assurance that iLOOKABOUT and Clarocity will obtain all requisite approvals for the Proposed Transaction, including the approval of the Exchange, approval of their respective securityholders, and any such approvals may be conditional upon amendments to the terms of the Proposed Transaction. The inclusion of forward-looking statements and information should not be regarded as a representation of iLOOKABOUT, Clarocity or any other person that the anticipated results will be achieved and investors are cautioned not to place undue reliance on such information.

Forward-looking statements in this news release also include financial and business prospects, as well as statements regarding iLOOKABOUT’s and Clarocity’s future plans, objectives or economic performance and financial outlooks. Such statements are subject to risk factors associated with the real estate industry and the overall economy in both Canada and the United States. Forward-looking information in this press release, includes, among other things, information relating to growth acceleration, deepening market penetration for technology and future revenue growth. Clarocity and iLOOKABOUT believe 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 of this news release and, accordingly, are subject to change after such date. Neither iLOOKABOUT nor Clarocity assumes any obligation to update or revise this information to reflect new events or circumstances except as required in accordance with applicable laws.

Risk Factors

There are no assurances the sales transactions will be completed, the loans fully made or debentures repaid, which may be subject to market conditions, market acceptance, shareholder approvals, regulatory approvals and counterparty due diligence, among other factors.

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 Clarocity 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).

For further information, visit www.clarocity.com or contact:

Dave Guebert
CFO
Clarocity Corporation
760-208-6495
IR@clarocity.com