SOURCE: YANGAROO Inc.

YANGAROO Inc.

July 21, 2016 12:00 ET

Yangaroo Announces Closing of Private Placement

TORONTO, ON--(Marketwired - July 21, 2016) - YANGAROO Inc. (TSX VENTURE: YOO) (OTCBB: YOOIF), the industry's leading secure digital media management and distribution company (the "Company"), is pleased to announce that it has closed the second and final tranche (the "Second Tranche") of a non-brokered private placement financing (the "Private Placement") of a minimum of CAD $500,000 and up to CAD $750,000 through the issuance of a minimum of 3,846,153 and a maximum of 5,769,231 units (the "Units") at $0.13 per Unit, each consisting of one common share (each a "Common Share") and one half of one warrant (each the "Warrant", collectively the "Warrants"), each Warrant exercisable for a period of 36 months at a price of $0.20 per Warrant.

From the First Tranche, the Company raised gross proceeds of CAD $486,810.00 and issued 3,744,692 Common Shares and 1,872,345 Warrants. From the Second Tranche, the Company raised gross proceeds of CAD $165,750 and issued 1,275,000 Common Shares and 637,500 Warrants. In aggregate, the Company raised gross proceeds of CAD $652,560, issued 5,019,692 Common Shares and 2,509,845 Warrants. The Company has not paid any finder's fees or commissions under the Private Placement. The Company will use the gross proceeds primarily for working capital.

As certain directors of the Company participated in both the First Tranche and the Second Tranche of the Private Placement, directly or indirectly, this Private Placement 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 Private Placement, insofar as it involves interested parties, does not exceed 25% of the market capitalization of the Company at the time the Private Placement was initially announced. The Company did not file a material change report 21 days prior to the closing of the Private Placement as the Private Placement 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 Private Placement.

The Company had made disclosure in its previous news release(s) dated July 8, 2016 and July 15, 2016 as required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reported Issues with respect to the subscription for shares under the First Tranche, indirectly, by Mr. Gerry Hurlow, a director of the Company.

All securities issued to purchasers under the Private Placement are subject to a four-month hold period pursuant to securities legislation and the policies of the TSX Venture Exchange, beginning as of July 8, 2016 for securities issued under the First Tranche and July 20, 2016 for securities issued under the Second Tranche.

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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