SOURCE: YANGAROO Inc.

YANGAROO Inc.

June 14, 2016 14:00 ET

YANGAROO Announces Private Placement

TORONTO, ON--(Marketwired - June 14, 2016) - YANGAROO Inc. (TSX VENTURE: YOO) (OTCBB: YOOIF) ("YANGAROO" or the "Company"), the industry's leading secure digital media distribution company, is pleased to announce a non-brokered private placement (the "Private Placement") to raise 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 shares 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.

The Private Placement is expected to close on or about June 24th, 2016. The proceeds of the Private Placement (the "Proceeds") will be used primarily for working capital. YANGAROO has not engaged an agent but may pay agent's compensation to one or more agents representing subscribers to the Private Placement.

Two insiders of the Company intend to subscribe for up to 1,384,615 Units, for aggregate subscription proceeds of $180,000, each constituting a "related party transaction" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61-101. The Company is exempt from the formal valuation requirement of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval relying on sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Units nor the consideration received in respect thereof from interested parties exceeds $2,500,000, (ii) the Company has one or more independent directors who are not employees of the Company, and (iii) all of the independent directors have approved.

All the securities issuable will be subject to a four-month hold period from the date of issuance. The Private Placement is subject to the approval of the TSX Venture Exchange.

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.

Contact Information

  • For further information and investor inquiries, please contact:

    Gary Moss
    416-534-0607 ext.111
    www.yangaroo.com