Killbear Acquisition Corp.

August 27, 2014 11:39 ET

Killbear Acquisition Corp. Completes Qualifying Transaction and Announces Distribution to Shareholders and Dissolution

TORONTO, ONTARIO--(Marketwired - Aug. 27, 2014) - Killbear Acquisition Corp. (the "Corporation"), a capital pool company, is pleased to announce the completion of its previously announced qualifying transaction (the "Qualifying Transaction") with Yangaroo Inc. ("Yangaroo"), subject to receipt of final approval from the TSX Venture Exchange Inc. (the "Exchange").

Pursuant to the Qualifying Transaction, the Corporation completed a private placement of common shares (the "Yangaroo Shares") in the capital of Yangaroo at a price of $0.30 per Yangaroo Share on August 25, 2014. Pursuant to the private placement, the Corporation purchased 1,000,000 Yangaroo Shares for an aggregate subscription price of $300,000.

The Qualifying Transaction remains subject to the Corporation filing final documentation with the Exchange.

The approval of a majority of the minority of the Corporation shareholders for the Qualifying Transaction was obtained at the special meeting of shareholders of the Corporation held on August 14, 2014. In connection with the approval of the Qualifying Transaction, the shareholders of the Corporation also approved the reduction of stated capital and voluntary dissolution of the Corporation.

The Corporation will distribute all of the securities underlying the Yangaroo Shares to the shareholders of the Corporation of record as of July 15, 2014. Each shareholder of record will receive approximately 0.1363995 Yangaroo Shares for each one common share of the Corporation held by them.

The common shares of the Corporation were halted from trading by Investment Industry Regulatory Organization of Canada due to the Corporation's failure to complete a Qualifying Transaction within 24 months of listing on the Exchange. The common shares of the Corporation will remain halted pending receipt of final Exchange approval of the Qualifying Transaction and the issuance by the Exchange of a Final Exchange Bulletin. Upon receipt of final approval, the Corporation will be delisted and dissolved and all outstanding equity rights in the Corporation will be cancelled. Any securities of Yangaroo distributed to shareholders of the Corporation whose securities of the Corporation have been held in escrow will also be held in escrow under the same terms and conditions as such securities of the Corporation.

Additional details regarding the Qualifying Transaction, return of capital to the shareholders and the dissolution are available in the management information circular of the Corporation dated July 7, 2014, which has been filed with the Exchange and is available on SEDAR at


Yangaroo is a technology company that is the provider of user friendly and secure business to business distribution of media via the internet. Yangaroo's patented Digital Media Distribution System ("DMDS") is a secure B2B distribution of media via the internet.

Yangaroo's strategy is to use its technology to supplant traditional means of delivering content on physical media (such as copying to CD, DVD or tapes and delivering via courier) by leveraging the now widely available infrastructure of the internet and evermore powerful desktop computers to enable faster, more secure, less expensive, and environmentally friendly digital content delivery.

Yangaroo provides a digital media management solution for the entertainment and advertising industries. DMDS is an end to end technology solution that provides a fully integrated work flow based digital distribution and data management solution. DMDS provides audio and video content for music, music videos, and advertising to television, radio, media, retailers, award shows and other authorized recipient with more accountable, effective, and far less costly digital distribution of broadcast quality media via the internet.

Further information about Yangaroo can be found online at and at

The Exchange has in no way passed upon the merits of the proposed transaction and neither the Exchange nor the its Regulation Services Provider (as that term is defined in the policies of the Exchange) has approved nor disapproved the contents of this press release or accepts responsibility for the adequacy or accuracy of this release.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in filings by the Corporation with the Canadian securities regulators, which filings are available at

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