SOURCE: YANGAROO Inc.

YANGAROO Inc.

February 24, 2017 13:00 ET

YANGAROO Announces Closing of Non-Brokered, Non-Convertible Debenture Offering

TORONTO, ON--(Marketwired - February 24, 2017) - YANGAROO Inc. (the "Company") (TSX VENTURE: YOO) (OTCBB: YOOIF), the industry's leading secure digital media management and distribution company (the "Company"), is pleased to announce that the Company has completed the non-brokered debenture offering (the "Offering") of secured, non-convertible debentures (the "Debentures"), initially announced on February 9, 2017 (the "Initial Release"), for aggregate gross proceeds of $500,000.00 (the "Principal Amount").

As announced in the Initial Release, the net proceeds of the Offering will be used to repay a credit facility (the "Credit Facility") of the Company, previously announced on December 14, 2015, with the balance to be used for working capital. The Credit Facility is in the amount of $500,000, with an outstanding balance of approximately $200,000.

The Debentures will mature three (3) years from the closing (the "Closing Date") of the Offering (the "Maturity Date") but the Company shall be entitled to repay the Principal Amount and all accrued interest in full, without penalty, at any time following the two (2) year anniversary of the Closing Date ("Early Repayment"), subject to the mutual approval of the Company and the holders of the Debentures. The Debentures will bear interest at a rate of 10% per annum, which will accrue and become due on the Maturity Date, subject to Early Repayment.

The subscribers to the Offering (the "Lenders") consist of three (3) corporations, one of which is owned and/or controlled by a director of the Company, being Meteor Capital Inc. As a director of the Company had participated in the Offering, indirectly, this Offering constitutes a related party transaction under Multilateral Instrument 61-101 ("MI 61-101") and TSX Venture Exchange Policy 5.9. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, based on a determination that the securities of the Company are listed on the TSX Venture Exchange only and that the fair market value of the Offering, insofar as it involves interested parties, does not exceed 25% of the market capitalization of the Company at the time the Offering was initially announced. The Company did not file a material change report 21 days prior to the closing of the Offering as the Offering had not yet been offered at such time. No new insiders have been created, nor has there been any change of control, as a result of the Offering.

The other two Lenders were Belweather Capital Partners Inc. and STS The Systems Installers, neither of which are insiders of the Company.

The TSX Venture Exchange has conditionally approved the issuance of the Debentures as well as the issuance to the Lenders of one share purchase warrant (each the "Bonus Warrant", collectively the "Bonus Warrants") for each dollar of the Principal Amount to purchase one common share of the Company at an exercise price of $0.15 per Share for a period of three (3) years from the Closing Date.

This Offering is subject to the final approval of the TSX Venture Exchange. The securities issued pursuant to the Offering are subject to a 4-month hold period. Neither the Debentures nor the Bonus Warrants will be listed on any stock exchange.

The Debentures will be secured against all personal property of the Company.

About YANGAROO:

YANGAROO is a company dedicated to digital media management. YANGAROO's patented Digital Media Distribution System (DMDS) is a leading secure B2B digital cloud based solution focused on the music and advertising industries. The DMDS solution provides more accountable, effective, and far less costly digital management of broadcast quality media via the Internet. It replaces the physical, satellite and closed network distribution and management of audio and video content, for music, music videos, and advertising to television, radio, media, retailers, and other authorized recipients. The YANGAROO Awards platform is now the industry standard and powers most of North America's major awards shows.

YANGAROO has offices in Toronto, New York, and Los Angeles. YANGAROO trades on the TSX Venture Exchange (TSX-V) under the symbol YOO and in the U.S. under OTCBB: YOOIF.

The statements contained in this release that are not purely historical are forward-looking statements and are subject to risks and uncertainties that could cause such statements to differ materially from actual future events or results. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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