TORONTO,
CANADA - YANGAROO Inc. (TSX-V:
YOO, OTC: YOOIF), the industry's leading secure digital media
management company (the "Company"), is
pleased to announce that it has completed its debt restructuring
and satisfied the Escrow Release Conditions (as defined below) of
its recent private placement (the "Private Placement") of
subscription receipts (the "Subscription Receipt(s)"), sold at a
price of $0.25 per subscription receipt, based on the
post-consolidation share price, as was initially announced in a
news release dated July 3rd, 2013 (the "July 3 Release"), and the
closing of which was announced on September 5th, 2013 (the 'September 5 Release",
together with the "July 3 Release" collectively the "Releases").
The Company had exceeded its original expectations and raised CAD
$1,600,000 under the Private Placement, (the
"Proceeds").
"We are delighted to
announce the completion of the financing and the balance sheet
restructuring. We now face the future with the resources and
capital structure to achieve our goals," said Gary Moss, President
and CEO of the Company. "This has been a long and very complicated
process. I want to thank the many advisors who helped to craft the
roadmap and assisted in executing the plan. I also want to thank
our shareholders and debenture holders for their support and I
welcome the new investors who participated in the
financing."
As the Escrow Release
Conditions have been satisfied in accordance with the subscription
receipt agreement (the "Subscription Receipt Agreement"), each
Subscription Receipt will be automatically converted into one
common share (each the "Common Share") of the Company and one
warrant of the Company (each the "Warrant"), issued as of September
30th, 2013. Each
Warrant will entitle the holder, upon exercise, to purchase one
Common Share during a period of thirty-six (36) months (the
"Warrant Exercise Period") following the Conversion Date (the
"Warrant Expiry Date"), at a price of $0.25 within the first year
of the Warrant Exercise Period and at a price of $0.35 within the
second and third years of the Warrant Exercise Period.
The majority of the
Proceeds were deposited into escrow (the "Escrowed Proceeds") with
Equity Financial Trust Company ("Equity") on the date of closing of
the Private Placement. A small amount of the Proceeds, as delivered
by certain insiders of the Company, were subject to the same or
substantially similar terms and conditions as those delivered under
the Subscription Receipt Agreement, but were not held by Equity.
The Escrowed Proceeds, less professional and escrow fees, will be
released to the Company, as well as to the Company's agent, Fraser
Mackenzie Limited ("Fraser"), which will be entitled to receive its
commission comprised of (i) a cash fee equal to eight percent (8%)
of the gross subscription proceeds, and (ii) broker warrants (the
"Broker Warrants") entitling Fraser, upon exercise of the Broker
Warrants, to purchase, in aggregate, Common Shares equal to eight
percent 8% of the number of Common Shares sold pursuant to the
Private Placement. Such Broker Warrants shall be exercisable at a
price of $0.25 per Common Share until the Warrant Expiry Date. That
portion of the Proceeds that were held in trust but did not for
Escrowed Proceeds will also be released to the Company.
As certain directors
of the Company had participated in the Private Placement, 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.
No new insiders have been created, nor has there been any change of
control as a result of the Private Placement.
In compliance with
applicable securities laws and the rules of the TSX Venture
Exchange, (i) the Common Shares, the Warrants and the Broker
Warrants will be subject to a hold period of four (4)
months following the issuance thereof, and (ii) the
Common Shares underlying the Warrants and the Broker Warrants will
be subject to a four (4) month hold period following their issuance
upon exercise thereof.
In order to satisfy
the Escrow Release Conditions, the Company was required to effect
the Share Consolidation and complete the Shares for Debt
Transaction (each as defined below).
Share Consolidation
The Company announced
the completion of the consolidation of its issued and outstanding
common shares (the "Share Consolidation") on September
19th, 2013 (the
"Effective Date"). As of the Effective Date, the Company's common
shares were consolidated on a basis of ten pre-consolidation shares
for each one post-consolidation share, resulting in a total of
16,324,477 common shares issued and outstanding as at the Effective
Date.
The Share
Consolidation was approved by the Company's shareholders at its
annual and special shareholders meeting held on August 15, 2013 and
has been accepted by the Exchange. Letters of transmittal with
respect to the Common Shares were mailed out to all registered
shareholders together with the Notice and Information Circular
prior to the Annual and Special Meeting of the Shareholders. All
registered shareholders of the Company will be required to send
their certificates representing pre-consolidation Common Shares
with a properly executed letter of transmittal to Equity, the
Company's transfer agent, in accordance with the instructions
provided in the letter of transmittal.
The Company has not
changed its name or its trading symbol as part of the
Consolidation.
Shares for Debt Transaction
The Company announced
on September 19th, 2013
that it entered into shares for debt agreements with a majority of
its debenture holders (the "Debenture Holders") whereby, of the
outstanding indebtedness of the Company equal to $6,379,656.84 (the
"Total Debt"), a total of $4,245,128.26 is being converted into
16,980,513 post-consolidation common shares of the Company at a
deemed price of $0.25 per common share (the "Shares for Debt
Transaction"). The Company had exceeded the 40% conversion
threshold it had previously set and announced in the July 3
Release, as over 66% of the Total Debt is being converted under the
Shares for Debt Transaction.
The Shares for Debt
Transaction and issuance of the common shares do not result in the
creation of a new Control Person (as such term is defined in the
TSX Venture Exchange Corporate Finance Manual) and will be subject
to a four-month hold period from the date of issuance.
The Shares for Debt
Transaction has been approved by the TSX Venture Exchange (the
"Exchange"). As the Shares for Debt Transaction does not result in
the creation of a new control person, disinterested shareholder
approval was not required or sought. No warrants will be issued
with respect to the Shares for Debt Transaction.
As certain directors
of the Company participated in the Shares for Debt Transaction,
this Shares for Debt Transaction 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 transaction was designed to
improve the financial position of the Company.
One new insider has
been created as a result of the Shares for Debt Transaction. There
has not been any change of control as a result of the Shares for
Debt Transaction.
The Company has
entered into an Advisory Agreement with Fraser Mackenzie Merchant
Capital Partnership ("FMMC") with respect to the services provided
by FMMC in connection with the Shares for Debt Transaction and the
Debenture Amendment and, under such agreement, FMMC shall be
entitled to receive, subject to approval of the Exchange, 384,281
Common Shares and 336,364 non-transferable warrants.
Debenture Amendments
The Company is also
pleased to announce that the Company has issued amended debenture
agreements (the "Amended Debentures") to two of three classes of
debenture holders who provided the requisite consent. Subject to
approval of the Exchange, the Company will offer a one-half of one
Warrant for every $1.00 of current indebtedness to the Debenture
Holders as consideration for amending the Debenture Agreements to
reflect more favourable terms, as are described below. Each whole
Warrant will be exercisable for a period of thirty-six (36) months
from the date of issuance at a price equal to $0.25. The Amended
Debentures will be issued even in the event that the Bonus Warrants
are not approved.
The Amended
Debentures provide for the reduction of the interest rate from
fourteen percent (14%) to ten percent (10%), an extension of the
term by an additional twelve (12) months to October 3, 2016, and
the waiver of so called "Cash Sweeps", as defined in the Debenture
Agreements. Previously, pursuant to the Cash Sweeps, the Company
was required to pay 25% of each equity, debt or equity-like
financing, including the Private Placement, to the Debenture
Holders. Such requirement has been eliminated in connection with
the Private Placement and all future debt, equity, and equity-like
financings pursuant to the Amended Debentures.
Stock Option Plan Amendment
In addition to the
above transactions, the Company is also pleased to announce that it
has amended its "fixed" stock option plan (the "Old Plan") to a 10%
"rolling" plan (the "Amended Plan").
Under the Old Plan,
the Company had reserved a fixed number of 11,804,761
(pre-consolidation) Common Shares for the grant of stock options.
Under the Amended Plan, the Company is entitled to grant stock
options to purchase up to 10% of the issued capital of the Company
at the time of an applicable option grant.
The total issued and
outstanding shares of the Company, following the issuance of any
and all common shares under the transactions set out above, is
40,089,271. As such, the Company initially has 4,089,271 stock
options for grant. Of these options, the Company has issued an
aggregate of 1,864,000 stock options to its directors, officers,
employees and consultants, each option entitling the optionee to
purchase shares for a period of five (5) years at an exercise price
of $0.25. Together with the previously issued and outstanding stock
options, the Company has issued 2,717,633 of the total stock
options available for grant.
The Amended Plan has
been approved by the Exchange as well as the Company's shareholders
at the Annual and Special Meeting of the Shareholders held on
August 15th,
2013.
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. For further information, please contact Gary Moss at
416-534-0607 ext.111 or visit www.yangaroo.com.
###
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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