Mr. Dave Guebert reports

CLAROCITY CORPORATION AND ILOOKABOUT CORP. ENTER INTO NON-BINDING TERM SHEET FOR THE SALE OF ASSETS

Clarocity Corp. has signed a non-binding term sheet with iLookabout Corp. and StableView Asset Management Inc. for the sale to iLookabout of Clarocity's Valuation Vision Inc. and Clarocity Valuation Services LLC businesses.

Bridge loan

Concurrent with the execution of the term sheet, iLookabout has advanced a loan in the amount of $700,000 to Clarocity pursuant to a promissory note issued by Clarocity, which deposit will be used by Clarocity to reduce Clarocity's working capital deficiency. In addition, iLookabout will make loans to Clarocity to finance the operational net cash flow shortfall of Clarocity commencing on execution of the promissory note in an amount of up to $200,000 (U.S.) per month to a maximum of $800,000 (U.S.) in aggregate. The deposit and the cash flow payments are senior, secured, non-interest bearing and payable on demand. The deposit and cash flow payments will rank in priority to Clarocity's existing secured debentures, but iLookabout has agreed to certain enforcement-related standstills in favour of the existing secured debentures.

Conditions precedent

The proposed transaction is subject to a number of conditions precedent, including, but not limited to, execution of a definitive agreement, the receipt of all necessary shareholder, board, regulatory and third party approvals, and the satisfactory completion of due diligence by iLookabout.

Consideration payable

As consideration for the proposed transaction, iLookabout will issue the following securities to Clarocity:

1. Convertible debentures in the aggregate principal amount of $8.7-million. The maturity date of the convertible debentures will be three years following issuance. Outstanding principal at the maturity date will be payable, at the option of iLookabout, in cash or (subject to the receipt of any necessary regulatory approvals) common shares of iLookabout. Any common shares issued by iLookabout will be issued at the greater of (a) a 10-per-cent discount to the 20-day volume weighted average price at such time; and (b) the lowest price per share permitted by the TSX Venture Exchange. The holders of convertible debentures will have the right to convert at any time any amounts owing under the convertible debentures into common shares of iLookabout at a conversion price of 30 cents per share. Interest will accrue, but only be payable in fiscal years during which the operating assets are generating positive operating cash flow and net profit. Interest will accrue at the followings rates: 0 per cent for fiscal year 2019; 3 per cent for fiscal year 2020; and 6 per cent for fiscal year 2021;
2. 26 million common shares of iLookabout;
3. 17 million common share purchase warrants, with each warrant being exercisable into one common share of ILA. 10 million of the warrants will have an exercise price of 20 cents per share; four million will have an exercise price of 30 cents per share and three million will have an exercise price of 35 cents per share. The warrants will have a term of three years.

Concurrent with the execution of the term sheet, iLookabout, Clarocity and StableView entered into an exclusivity agreement providing that until the earlier of: (a) April 12, 2019; and (b) demand by iLookabout of repayment of the deposit and cash flow payments, the parties will work exclusively toward completion of the proposed transaction.

Debt repayment

Clarocity and StableView, as the principal secured lender, have agreed that Clarocity will assign to StableView the $8.7-million principal amount of iLookabout convertible debenture, 23 million common shares of iLookabout and 14 million warrants of iLookabout in partial repayment of outstanding debentures and notes of Clarocity. Upon conclusion of the proposed transaction and the partial repayment, Clarocity will hold three million common shares of iLookabout, three million iLookabout warrants exercisable at 35 cents for three years and will have non-capital loss carry forwards, secured debentures and notes outstanding, trade, and other accounts payable. Clarocity will endeavour to apply the remaining assets to satisfy its obligations and will report on such as appropriate.

Clarocity will have no continuing operations and will seek new business opportunities. Success in identifying a suitable new business cannot be determined, and no opportunities have been identified at the present time. Clarocity will have limited working capital to pursue such opportunities.

Implementation may be by way of merger or acquisition, which may result in a reverse takeover transaction including a share consolidation, debt conversion and/or financing. There is no assurance a suitable or successful transaction will be identified, undertaken or completed.

Debenture maturity extended

Clarocity has extended the maturity date of $11.23-million principal amount of convertible and non-convertible debentures and notes from Nov. 14, 2018, to Jan. 25, 2019.

About Clarocity Corp.

Clarocity provides real estate valuation solutions and platform technologies designed to address today's dynamic housing market. The company's 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 (government-sponsored enterprises), banking and investor clients rely on the company's proprietary solutions to value assets, finance loans and securitize portfolios. As a fully integrated technology and valuation service company, Clarocity provides a full spectrum of appraisal and alternative valuation solutions.

About iLookabout Corp.

iLookabout is a software, data analytics, data aggregation and visual intelligence company focused on real property. The company 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.

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