Real Matters Announces Amendment to Normal Course Issuer Bid

Real Matters Inc. ("Real Matters" or the "Company") (TSX: REAL) announced today that the Toronto Stock Exchange ("TSX") has approved an amendment to the Company's current Normal Course Issuer Bid ("NCIB") to increase the number of common shares that the Company may purchase for cancellation from 4 million common shares (approximately 5.1% of the 78,074,755 common shares in the public float as at May 31, 2020) to 6 million common shares (approximately 7.7% of the 78,074,755 common shares in the public float as at May 31, 2020) and to increase the aggregate purchase price for the shares purchased under the NCIB from C$70 million (US$50 million) to C$100 million (US$82 million). No other terms of the NCIB have changed.

Since commencement of the NCIB, Real Matters has purchased for cancellation 2,770,734 common shares at a weighted average price of $18.54. The Company's previously approved NCIB commenced on June 11, 2020. The amended NCIB will commence on May 14, 2021 and will continue until June 10, 2021, or such earlier date as the Company has acquired the maximum number of common shares permitted under the NCIB or spent C$100 million. The Company has allocated up to C$100 million towards the purchase of common shares under the NCIB, of which C$51,356,954 has been spent to date, leaving C$48,643,046 available for purchases. The actual number of common shares purchased by the Company under the NCIB and the timing of such purchases will be determined by the Company. Subject to certain prescribed exceptions, daily purchases under the amended NCIB will continue to be limited to a maximum of 135,858 common shares, which is 25% of the average daily trading volume of the Company's common shares for the six months ended May 31, 2020 (being 543,435 common shares).

Purchases under the NCIB will continue to be made through the facilities of the TSX and alternative Canadian trading systems at the prevailing market price at the time of acquisition. All purchased shares will be cancelled.

The Company believes that the prevailing share price for its common shares does not currently reflect its underlying value such that the purchase of common shares for cancellation represents an attractive opportunity to return value to the Company's common shareholders.

Real Matters previously entered into an automatic share purchase plan (the "Plan") with Cormark Securities Inc. ("Cormark") under which Cormark may purchase the Company's common shares for cancellation based on a pre-arranged set of criteria determined by the Company. The Plan will continue to apply to the amended NCIB.

FORWARD-LOOKING INFORMATION

This Press Release contains "forward-looking information" within the meaning of applicable Canadian securities laws, including statements relating to the Company's belief regarding the intrinsic value of its common shares. Words such as "could", "forecast", "target", "may", "will", "would", "expect", "anticipate", "estimate", "intend", "plan", "seek", "believe", "likely" and "predict" and variations of such words and similar expressions are intended to identify such forward-looking information, although not all forward-looking information contains these identifying words.

The forward-looking information in this press release includes statements which reflect the current expectations of management based on information currently available to management. Although the Company believes that these expectations are reasonable, these statements by their nature involve risks and uncertainties and should not be read as a guarantee of the occurrence or timing of any future events, performance or results. A comprehensive discussion of the factors which could cause results or events to differ from current expectations can be found in the "Risk Factors" section of our Annual Information Form for the year ended September 30, 2020, which is available on SEDAR at www.sedar.com .

Readers are cautioned not to place undue reliance on the forward-looking information, which reflect our expectations only as of the date of this Press Release. Except as required by law, we do not undertake to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

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 professionals to create an efficient marketplace for the provision of mortgage lending and insurance industry services. Our clients include the majority of the top 100 mortgage lenders in the U.S. and some of the largest insurance companies in North America. We are a leading independent provider of residential real estate appraisals to the mortgage market and a leading independent provider of title and mortgage closing services in the U.S. Established in 2004, Real Matters principal offices are located in Buffalo (NY), Denver (CO), Middletown (RI), and Markham (ON). Real Matters is listed on the Toronto Stock Exchange under the symbol REAL. For more information, visit www.realmatters.com .

View source version on businesswire.com: https://www.businesswire.com/news/home/20210512005138/en/

Lyne Beauregard
Vice President, Investor Relations
Real Matters
lbeauregard@realmatters.com
416.994.5930

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Real Matters REAL:CA Fintech Investing

Real Matters to Hold Virtual Annual General Meeting on February 8, 2024

Real Matters Inc. ("Real Matters"), a leading network management services provider for the mortgage lending and insurance industries, will be holding its Annual General Meeting (the "Meeting") on Thursday, February 8, 2024 at 10:00 a.m. (Eastern Standard Time). The Meeting will be conducted online only, via audio webcast at: www.virtualshareholdermeeting.com/realmatters2024 .

Registered and non-registered shareholders entitled to vote at the Meeting may vote by proxy in advance of the Meeting. However, only registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Meeting during the live audio webcast. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions, but will not be able to vote. Guests will be able to attend the Meeting but will not be able to submit questions, vote their shares (if any) or otherwise participate in the Meeting. Please note that registered shareholders will need the 16-digit control number indicated on the form of proxy accompanying their Notice of Meeting to log on to the Meeting as a "Shareholder". Duly appointed proxyholders will need the Appointee Name and 8-character Appointee Identification Number to log on to the Meeting as a "Proxyholder / Appointee". Otherwise, shareholders or duly appointed proxyholders, as applicable, will have to log on as "Guests". Please refer to the Company's Management Information Circular in the Investor Relations section of our website for additional details on how to log on to the Meeting.

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(millions of dollars)		Quarter ended
		2024			2023			2023			2023			2023		% Change
		Q1			Q4			Q3			Q2			Q1		Quarter over Quarter		Year over Year
Consolidated
Revenue	$	35.4		$	42.2		$	46.0		$	37.6		$	38.2		-16	%	-7	%
Net Revenue ^(A)	$	9.7		$	11.2		$	12.1		$	9.9		$	9.8		-13	%	-1	%
Adjusted EBITDA ^(A)	$	(1.1	)	$	0.6		$	1.7		$	(1.7	)	$	(2.9	)	-280	%	64	%
Net (loss) income	$	(3.6	)	$	1.6		$	(0.6	)	$	(2.6	)	$	(4.6	)	-322	%	22	%
Net (loss) income per diluted share	$	(0.05	)	$	0.02		$	(0.01	)	$	(0.04	)	$	(0.06	)	-350	%	17	%
Adjusted Net (loss) income ^(A)	$	(1.2	)	$	0.8		$	1.0		$	(1.9	)	$	(2.1	)	-241	%	43	%
Adjusted Net (loss) income ^(A) per diluted share	$	(0.02	)	$	0.01		$	0.01		$	(0.03	)	$	(0.03	)	-300	%	33	%

U.S. Appraisal segment
Revenue	$	26.8		$	31.2		$	33.5		$	28.0		$	28.3		-14	%	-5	%
Net Revenue ^(A)	$	7.5		$	8.6		$	9.2		$	7.7		$	7.6		-13	%	-2	%
Net Revenue ^(A) margin		27.9	%		27.5	%		27.5	%		27.6	%		27.0	%
Adjusted EBITDA ^(A)	$	2.7		$	3.9		$	4.8		$	3.1		$	2.3		-32	%	16	%
Adjusted EBITDA ^(A) margin		35.8	%		46.0	%		52.0	%		40.6	%		30.4	%

U.S. Title segment
Revenue	$	2.0		$	2.3		$	2.6		$	2.2		$	2.4		-13	%	-14	%
Net Revenue ^(A)	$	1.0			1.0		$	1.2			0.8		$	0.8		-8	%	18	%
Net Revenue ^(A) margin		47.3	%		45.0	%		45.2	%		36.8	%		34.7	%
Adjusted EBITDA ^(A)	$	(1.6	)	$	(1.6	)	$	(1.6	)	$	(2.3	)	$	(2.9	)	-2	%	44	%
Adjusted EBITDA ^(A) margin		-167.9	%		-150.4	%		-133.6	%		-279.3	%		-353.4	%

Canadian segment
Revenue	$	6.6		$	8.7		$	9.9		$	7.4		$	7.5		-24	%	-12	%
Net Revenue ^(A)	$	1.2		$	1.6		$	1.7		$	1.4		$	1.4		-20	%	-8	%
Net Revenue ^(A) margin		18.8	%		17.9	%		17.6	%		18.7	%		17.9	%
Adjusted EBITDA ^(A)	$	0.7		$	1.2		$	1.3		$	1.0		$	0.9		-38	%	-19	%
Adjusted EBITDA ^(A) margin		56.8	%		72.9	%		73.7	%		69.8	%		64.2	%

Corporate segment
Adjusted EBITDA ^(A)	$	(2.9	)	$	(2.9	)	$	(2.8	)	$	(3.5	)	$	(3.2	)	2	%	9	%

								Quarter ended
		Q1 2024			Q4 2023			Q3 2023			Q2 2023			Q1 2023

Net (loss) income	$	(3.6	)	$	1.6		$	(0.6	)	$	(2.6	)	$	(4.6	)
Operating expenses		11.6			10.9			10.7			11.9			13.2
Amortization		0.8			0.9			1.0			1.0			1.0
Restructuring expenses		-			-			-			0.4			1.3
Interest expense		0.1			0.1			0.1			0.1			0.1
Interest income		(0.4	)		(0.3	)		(0.2	)		(0.2	)		(0.1	)
Net foreign exchange loss (gain)		2.0			(1.8	)		1.8			0.1			1.0
Gain on fair value of derivatives		(0.2	)		(0.1	)		(0.5	)		(0.3	)		-
Income tax recovery		(0.6	)		(0.1	)		(0.2	)		(0.5	)		(2.1	)
Net Revenue	$	9.7		$	11.2		$	12.1		$	9.9		$	9.8

								Quarter ended
		Q1 2024			Q4 2023			Q3 2023			Q2 2023			Q1 2023

Net (loss) income	$	(3.6	)	$	1.6		$	(0.6	)	$	(2.6	)	$	(4.6	)
Stock-based compensation expense		0.8			0.3			0.3			0.3			0.5
Amortization		0.8			0.9			1.0			1.0			1.0
Restructuring expenses		-			-			-			0.4			1.3
Interest expense		0.1			0.1			0.1			0.1			0.1
Interest income		(0.4	)		(0.3	)		(0.2	)		(0.2	)		(0.1	)
Net foreign exchange loss (gain)		2.0			(1.8	)		1.8			0.1			1.0
Gain on fair value of derivatives		(0.2	)		(0.1	)		(0.5	)		(0.3	)		-
Income tax recovery		(0.6	)		(0.1	)		(0.2	)		(0.5	)		(2.1	)
Adjusted EBITDA	$	(1.1	)	$	0.6		$	1.7		$	(1.7	)	$	(2.9	)

								Quarter ended
		Q1 2024			Q4 2023			Q3 2023			Q2 2023			Q1 2023

Net (loss) income	$	(3.6	)	$	1.6		$	(0.6	)	$	(2.6	)	$	(4.6	)
Stock-based compensation expense		0.8			0.3			0.3			0.3			0.5
Amortization of intangibles		0.4			0.4			0.4			0.4			0.4
Restructuring expenses		-			-			-			0.4			1.3
Net foreign exchange loss (gain)		2.0			(1.8	)		1.8			0.1			1.0
Gain on fair value of derivatives		(0.2	)		(0.1	)		(0.5	)		(0.3	)		-
Related tax effects		(0.6	)		0.4			(0.4	)		(0.2	)		(0.7	)
Adjusted Net (Loss) Income	$	(1.2	)	$	0.8		$	1.0		$	(1.9	)	$	(2.1	)

(millions of dollars)		Quarter ended																	Year ended							%
		2023			2023			2023			2023			2022		% Change					2023			2022		Change
		Q4			Q3			Q2			Q1			Q4		Quarter over Quarter	Year over Year			September 30			September 30			Year over Year
Consolidated
Revenue	$	42.2		$	46.0		$	37.6		$	38.2		$	58.2		-8%	-28	%		$	163.9		$	339.6		-52	%
Net Revenue ^(A)	$	11.2		$	12.1		$	9.9		$	9.8		$	14.4		-8%	-22	%		$	43.0		$	85.4		-50	%
Adjusted EBITDA ^(A)	$	0.6		$	1.7		$	(1.7	)	$	(2.9	)	$	(1.1	)	-64%	153	%		$	(2.4	)	$	7.4		-132	%
Net income (loss)	$	1.6		$	(0.6	)	$	(2.6	)	$	(4.6	)	$	(10.0	)	362%	116	%		$	(6.2	)	$	(9.3	)	33	%
Net income (loss) per diluted share	$	0.02		$	(0.01	)	$	(0.04	)	$	(0.06	)	$	(0.14	)	300%	114	%		$	(0.08	)	$	(0.12	)	33	%
Adjusted Net income (loss) ^(A)	$	0.8		$	1.0		$	(1.9	)	$	(2.1	)	$	-		-14%	0	%		$	(2.2	)	$	2.5		-188	%
Adjusted Net income (loss) ^(A) per diluted share	$	0.01		$	0.01		$	(0.03	)	$	(0.03	)	$	-		0%	0	%		$	(0.03	)	$	0.03		-200	%

U.S. Appraisal segment
Revenue	$	31.2		$	33.5		$	28.0		$	28.3		$	43.9		-7%	-29	%		$	120.8		$	250.9		-52	%
Net Revenue ^(A)	$	8.6		$	9.2		$	7.7		$	7.6		$	11.1		-7%	-23	%		$	33.1		$	55.5		-40	%
Net Revenue ^(A) margin		27.5	%		27.5	%		27.6	%		27.0	%		25.4	%						27.4	%		22.1	%
Adjusted EBITDA ^(A)	$	3.9		$	4.8		$	3.1		$	2.3		$	4.5		-18%	-14	%		$	14.1		$	27.0		-48	%
Adjusted EBITDA ^(A) margin		46.0	%		52.0	%		40.6	%		30.4	%		41.0	%						42.8	%		48.6	%

U.S. Title segment
Revenue	$	2.3		$	2.6		$	2.2		$	2.4		$	4.0		-11%	-41	%		$	9.6		$	36.5		-74	%
Net Revenue ^(A)	$	1.0		$	1.2		$	0.8		$	0.8		$	1.8		-11%	-40	%		$	3.9		$	23.0		-83	%
Net Revenue ^(A) margin		45.0	%		45.2	%		36.8	%		34.7	%		44.1	%						40.6	%		63.1	%
Adjusted EBITDA ^(A)	$	(1.6	)	$	(1.6	)	$	(2.3	)	$	(2.9	)	$	(2.9	)	0%	46	%		$	(8.3	)	$	(8.1	)	-3	%
Adjusted EBITDA ^(A) margin		-150.4	%		-133.6	%		-279.3	%		-353.4	%		-167.5	%						-215.6	%		-35.1	%


Canadian segment
Revenue	$	8.7		$	9.9		$	7.4		$	7.5		$	10.3		-12%	-16	%		$	33.5		$	52.2		-36	%
Net Revenue ^(A)	$	1.6		$	1.7		$	1.4		$	1.4		$	1.5		-11%	6	%		$	6.0		$	6.9		-12	%
Net Revenue ^(A) margin		17.9	%		17.6	%		18.7	%		17.9	%		14.3	%						18.0	%		13.2	%
Adjusted EBITDA ^(A)	$	1.2		$	1.3		$	1.0		$	0.9		$	1.0		-12%	18	%		$	4.2		$	4.5		-5	%
Adjusted EBITDA ^(A) margin		72.9	%		73.7	%		69.8	%		64.2	%		65.0	%						70.5	%		65.2	%

Corporate segment
Adjusted EBITDA ^(A)	$	(2.9	)	$	(2.8	)	$	(3.5	)	$	(3.2	)	$	(3.7	)	-2%	22	%		$	(12.4	)	$	(16.0	)	22	%

								Quarter ended								Year ended
		Q4 2023			Q3 2023			Q2 2023			Q1 2023			Q4 2022		September 30, 2023			September 30, 2022

Net income (loss)	$	1.6		$	(0.6	)	$	(2.6	)	$	(4.6	)	$	(10.0	)	$	(6.2	)	$	(9.3	)
Operating expenses		10.9			10.7			11.9			13.2			15.7			46.8			79.5
Amortization		0.9			1.0			1.0			1.0			1.1			3.9			4.5
Loss on disposal of property
and equipment		-			-			-			-			0.4			-			0.6
Other non-operating costs		-			-			-			-			-			-			0.1
Restructuring expenses		-			-			0.4			1.3			1.0			1.7			1.5
Impairment of goodwill		-			-			-			-			17.3			-			17.3
Interest expense		0.1			0.1			0.1			0.1			0.1			0.3			0.3
Interest income		(0.3	)		(0.2	)		(0.2	)		(0.1	)		(0.1	)		(0.8	)		(0.1	)
Net foreign exchange (gain) loss		(1.8	)		1.8			0.1			1.0			(5.0	)		1.0			(5.7	)
Gain on fair value of derivatives		(0.1	)		(0.5	)		(0.3	)		-			-			(0.8	)		-
Gain on fair value of warrants		-			-			-			-			-			-			(0.2	)
Income tax recovery		(0.1	)		(0.2	)		(0.5	)		(2.1	)		(6.1	)		(2.9	)		(3.1	)
Net Revenue	$	11.2		$	12.1		$	9.9		$	9.8		$	14.4		$	43.0		$	85.4

Real Matters Announces Amendment to Normal Course Issuer Bid

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