Real Matters Inc. Files Final Prospectus and Announces Pricing of Initial Public Offering of Common Shares

TORONTO--(BUSINESS WIRE)-- Real Matters Inc.

NOT FOR DISTRIBUTION IN THE UNITED STATES

Real Matters Inc. (“Real Matters”), a leading network management services platform for the mortgage and insurance industries, today announced that it has obtained a receipt for its final prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in connection with its initial public offering (the “Offering”) including a treasury offering and a secondary offering by certain shareholders (the “Selling Shareholders”) of an aggregate of 12,056,186 common shares of Real Matters at a price of $13.00 per common share (the “Offering Price”) for total gross proceeds of $156,730,418, with Real Matters and the Selling Shareholders receiving gross proceeds of $125,060,000 and $31,670,418 respectively. The final prospectus in respect of the Offering is available on SEDAR at www.sedar.com.

Pursuant to the Offering, 9,620,000 common shares will be issued by Real Matters from treasury (the “Treasury Offering”) and 2,436,186 common shares will be sold by the Selling Shareholders pursuant to a secondary offering (the “Secondary Offering”). Real Matters will not receive any proceeds from the Secondary Offering.

The Offering is being managed by a syndicate of underwriters, including BMO Capital Markets, INFOR Financial Inc. and BofA Merrill Lynch as lead underwriters and joint bookrunners and Scotia Capital Inc., TD Securities Inc., Wells Fargo Securities Canada, Ltd., Canaccord Genuity Corp., National Bank Financial Inc. and Raymond James Ltd. as co-managers.

Real Matters and certain Selling Shareholders have granted the underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part for a period of 30 days following the closing of the Offering, to purchase up to an additional 1,808,428 common shares at the Offering Price for additional gross proceeds of up to $19,849,648 to Real Matters and up to an aggregate of $3,659,916 to the Selling Shareholders, respectively, if the Over-Allotment Option is exercised in full.

The closing of the Offering is expected to occur on or about May 11, 2017 (the “Closing Date”) and is subject to customary closing conditions, including the receipt of all necessary regulatory approvals. Real Matters has received conditional listing approval of the Toronto Stock Exchange (the “TSX”) for the listing of the common shares being issued and sold pursuant to the Offering. Listing remains subject to Real Matters fulfilling customary TSX requirements. The common shares are expected to commence trading on the TSX under the symbol “REAL” on the Closing Date.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the common shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Real Matters in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Real Matters
Real Matters is a leading network management services provider for the mortgage lending and insurance industries. Real Matters’ platform combines its proprietary technology and network management capabilities with tens of thousands of independent qualified field agents to create an efficient marketplace for the provision of mortgage lending and insurance industry services. Our clients include 60 of the top 100 mortgage lenders in the U.S. and some of the largest insurance companies in North America. We serve the mortgage industry through the Solidifi and Linear Title & Closing brands, and the property and casualty insurance industry through the iv3 brand. Solidifi is a leading independent provider of residential real estate appraisals to the mortgage market and Linear is a leading independent provider of title and mortgage closing services in America. Established in 2004, Real Matters has offices in Buffalo (NY), Cincinnati (OH), Middletown (RI), and Markham (ON). For more information, visit www.realmatters.com.

Forward-Looking Statements
Certain statements contained in this press release contain “forward-looking information” (“forward-looking statements”) within the meaning of Canadian securities laws, including but not limited to statements regarding the completion of the Offering, the anticipated Closing Date, the exercise of the Over-Allotment Option and the amount of additional gross proceeds arising therefrom and the listing of the common shares on the TSX. These forward-looking statements represent Real Matters’ expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, including conditions to closing of the Offering, many of which are outside of Real Matters’ control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Real Matters does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Real Matters to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Real Matters’ final prospectus filed with the applicable Canadian securities regulatory authorities in connection with the Offering. The risk factors and other factors noted in Real Matters’ final prospectus could cause actual events or Real Matters’ actual results to differ materially from those contained in any forward-looking statement.

View source version on businesswire.com: http://www.businesswire.com/news/home/20170505005802/en/

For more information:

Real Matters

Lyne Fisher, 289-843-3383

Vice President, Investor Relations and Corporate Communications

[email protected]

Source: Real Matters Inc.