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).
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.
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.
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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