Termination of Non-Binding Term Sheet; Clarocity Advised Steps to be Taken to Enforce Security and Lenders and iLOOKABOUT Intend to Complete Acquisition of Operating Businesses

TORONTO, April 02, 2019 (GLOBE NEWSWIRE) -- Clarocity Corporation (TSXV: CLY; OTCQB: CLRYF) ( the “Corporation”) today announces termination of the term sheet entered into among iLOOKABOUT Corp. (“ILA”), StableView Asset Management Inc. (“StableView”) and the Corporation on November 13, 2018 (see press release November 16, 2018).  The bridge loan and promissory note funding provided by ILA in the combined amount of CDN $932,000 and US $600,000 remains in place and outstanding as senior secured debt.

Concurrently StableView has advised the Corporation that, both as the principal holder of debentures through pooled funds and managed accounts and as the lender representative under the several trust indentures governing certain debentures, StableView intends to take steps to cause Computershare Trust Company of Canada (“Computershare”), as trustee for debenture holders under trust indentures, as supplemented, to enforce the security underlying the debentures by seizing the shares of Clarocity Inc., Valuation Vision Inc. and Clarocity Valuation Services LLC  (the “Operating Businesses”) by way of statutory foreclosure.

StableView has also advised the Corporation that StableView and ILA have entered into a letter agreement providing for (a) StableView causing enforcement of the secured debentures by Computershare; and (b) the subsequent sale by Computershare to ILA of the shares of the Operating Businesses. 

The Operating Businesses will continue to operate in the normal course with continuity of key management, employees and clients. 

See concurrent ILA press release for more information.

Upon seizure of the Operating Businesses the Corporation will have no assets or ongoing operations, will have non-capital loss carry forwards, will have secured debentures and notes outstanding of $7,530,000 and will have trade and other accounts payable. The Corporation will endeavour to satisfy its obligations.  The Corporation may seek new business opportunities. Success in identifying a suitable new business cannot be determined, and no opportunities have been identified at the present time.  The Corporation will have limited working capital to pursue such opportunities.  There is no assurance a suitable or successful transaction will be identified, undertaken or completed.

Cautionary Note

Enforcement of security and completion of subsequent transactions is subject to a number of conditions.  There can be no assurance that any transaction will be completed as proposed or at all.  Investors are cautioned that any information with respect to the enforcement of security and subsequent transactions may not be accurate or complete and should not be relied upon.

The TSX Venture Exchange 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 could cause actual results to differ materially from those indicated or implied by forward-looking statements and information. The inclusion of forward-looking statements and information should not be regarded as a representation of Clarocity or any other person that the anticipated results will be achieved and investors are cautioned not to place undue reliance on such information.

Readers are 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. The Corporation does not assume 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 transactions described will be completed which may be subject to market conditions, market acceptance, regulatory approvals and counterparty actions, 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 the Corporation 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 contact:

Dave Guebert

CFO

Clarocity Corporation

760-208-6495