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Yangaroo Inc.
YANGAROO ANNOUNCES PROPOSED DEBT FINANCING
Published Jun 16 2011
4 min read

YANGAROO ANNOUNCES PROPOSED DEBT FINANCING

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINTATON IN THE UNITED STATES/

TORONTO, June 16, 2011 /CNW/ - YANGAROO Inc., (TSX-V: YOO) (OTCBB: YOOIF) announces that it intends to undertake a debt financing transaction valued at up to $4.5 million.

Pursuant to the transaction, the Company proposes to issue up to $2,557,000 principal amount of senior secured 18% debentures (the "New Debentures"), and amend the Company's previously issued $818,000 principal amount 12% convertible debentures maturing March 31, 2012 and $1,125,000 principal amount convertible debentures maturing July 31, 2012 (collectively, the "Amended Debentures" and together with the New Debentures, the "Debentures") to reflect the terms of the New Debentures, subject to the requisite approval of the holders thereof.

The Company has retained Fraser Mackenzie Limited as its agent for this transaction.

The Debentures would, among other things, be non-convertible and repayable upon demand (after the first anniversary of their issuance), subject to the requisite determination of holders of Debentures to make demand for repayment. In addition, in the event of an asset sale in excess of $3,000,000, the Company would be required to offer to repurchase a minimum of 50% of its outstanding Debentures, plus all accrued and unpaid interest due, at a price equal to 100%. Debenture holders would also have a right of first refusal to participate in future offerings by the Company, subject to the satisfaction of certain conditions. In turn, the Company, may redeem the Debentures in the event that it has first raised a minimum of $4 million of "net new cash", which would include the proceeds raised from the issuance of the New Debentures but would exclude, among other things, the proceeds from the repayment of any debentures that, in turn, are used to fund the purchase of new securities of the Company.

In accordance with the rules of the TSX Venture Exchange, the Company proposes to issue up to an aggregate of 13,636,666 "bonus" common shares to purchasers of the New Debentures and holders of the previously issued debentures, which would be converted into Amended Debentures, assuming the Company completes the maximum amount of the proposed transaction.

Completion of the transaction remains subject to, among other things, receipt of all requisite approvals, including that of the TSX Venture Exchange.

Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to the Company's possible financing activities. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including risks associated with financing transactions, such as market conditions and regulatory and other approvals as well as those risk factors discussed in the Company's management's discussion and analysis for the year ended December 31, 2010, available on www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information. The Company does not undertake to update any forward-looking information contained herein, except in accordance with applicable securities laws.

Scott Wambolt
CEO
Yangaroo Inc.
Tel: (416) 534-0607
Email: scott.wambolt@yangaroo.com