SOURCE: YANGAROO Inc.

YANGAROO Inc.

July 08, 2016 16:27 ET

YANGAROO Announces First Closing of Private Placement

TORONTO, ON--(Marketwired - July 08, 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 its first tranche (the "First Tranche") of a non-brokered private placement financing (the "Private Placement") of a minimum of $500,000 and up to $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, which the Company will use primarily for working capital purposes. The Company issued 3,744,692 Common Shares and 1,872,346 Warrants pursuant to the Private Placement under the First Tranche. The Company has not paid any finder's fees or commissions. The Company has extended the Private Placement to accommodate a second closing for one or more subscribers who have expressed interest in subscribing for Units and who have requested additional time.

As certain directors of the Company had participated in 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.

As required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reported Issues, the Company also announces on behalf of Mr. Gerry Hurlow, a director of the Company, that he has, through his corporation, Meteor Capital Inc., with its business address at 40 King Street West, Suite 2706, Toronto, Ontario M5H 3Y2, subscribed for 1,153,846 Units under the Private Placement, bringing his total holdings, direct and indirectly, to 5,632,346 common shares and 1,776,923 warrants to purchase common shares of the Company. As at the date of the issuance of the Common Shares and Warrants comprising the Units, Mr. Hurlow, through Meteor Capital Inc., holds 10.4% of the issued and outstanding shares of the Company on a non-diluted basis, and 13.3% on a fully-diluted basis, which percentages will decrease on final closing of the Private Placement. Mr. Hurlow, through Meteor Capital Inc., has subscribed for the Units for investment purposes. Mr. Hurlow, through Meteor Capital Inc., may increase or decrease his ownership interest in securities of the Company depending on, among other factors, market conditions. Mr. Hurlow has no joint actors with respect to his ownership of securities of the Company and has no present intention to change his direct or indirect holdings of securities of the Company. The Units were issued pursuant to terms of the Company's subscription agreement under the Private Placement, which has terms customary for a transaction of this nature. The gross aggregate subscription amount of Mr. Hurlow's subscription to the Private Placement, through Meteor Capital Inc., was $150,800.

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.

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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