June 25, 2014 09:40 ET

YANGAROO Announces Closing of Private Placement, Opening of New Private Placement to Accommodate Killbear Acquisition Corp. Investment

Announcement Deals With Procedural Changes Only, Overall Financial Terms Remain Unchanged

TORONTO, ONTARIO--(Marketwired - June 25, 2014) - YANGAROO Inc. (TSX VENTURE:YOO)(OTCBB:YOOIF), the industry's leading secure digital media distribution company (the "Company"), announces that it has completed its brokered private placement financing (the "Private Placement") of common shares (the "Shares") sold at a price of $0.30 per Share, as was previously announced in a news release dated May 30th, 2014, and on a second news release on June 12th, 2014 (the "June 12 Release") with the closing of the first tranche of the Private Placement. The Company raised gross proceeds of CAD $1,216,000.10 (the "Proceeds"), which the Company will use primarily for working capital and accelerating growth in the advertising division. The Company issued 4,053,334 Shares pursuant to the Private Placement. No further subscriptions were accepted following the June 12 Release.

In the June 12 Release, the Company announced that it would continue to offer Shares under the Private Placement to accommodate a single investor, namely Killbear Acquisition Corp ("Killbear"), a "capital pool company" in accordance with the policies of the TSX Venture Exchange (the "Exchange"). Killbear proposed to subscribe for the Shares under the Private Placement, which would constitute its qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the Exchange. On the advice of the Exchange, the Company instead closed the Private Placement and announces the opening of a new brokered private placement (the "New Private Placement") for the sole purpose of accommodating the Qualifying Transaction.

In respect of the Private Placement, the Company paid agent's commissions/finder's fees consisting of an aggregate of $85,120.01 plus expenses and issued 283,734 broker's warrants, which are exercisable for a period of 24 months at an exercise price of $0.30.

All securities issued to purchasers and agents/finders 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 June 11th, 2014.

In respect of the New Private Placement, the Company proposes to engage Global Maxfin Capital Inc. (the "Agent") to act as agent. The Company will pay to the Agent, and any and all sub-agents and/or finders, a total of up to 7% cash compensation and up to 7% in compensation options (the "Compensation Options"), based on the proceeds of the New Private Placement, the Compensation Options entitling the holder to subscribe for common shares of the corporation on the same terms as the New Private Placement, being $0.30 per Share, for a period of 24 months from closing.


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.

Contact Information