YANGAROO announces receipt of financing proposal

COMPANY PROVIDES CLARIFICATION OF SHARE CONSOLIDATION REQUEST

TORONTO, Dec. 7, 2011 /CNW/ - YANGAROO Inc. (TSX-V: YOO, OTCBB: YOOIF), the industry's leading secure digital media distribution company announces that it has received a non-binding financing proposal for up to $1,250,000 of debt financing.

The Letter of Intent received by the Company calls for the arm's length financing party to lend the Company up to $1,250,000 in two tranches, $750,000 on satisfaction of certain conditions precedent and a further $500,000 at a future date, subject to the satisfaction of certain business milestones. The proposal calls for, among other things, a 14% interest rate and a five-year term.  The conditions precedent for financing require the company to concurrently raise $750,000 in capital, and obtain the approval of the holders of the Company's existing debentures (all of which are non-convertible) to subordinate their position to the new financing and extend the term of their debenture to correspond with that of the new debt financing. The Company is engaged in discussions with its current debenture holders to amend the terms of their securities to facilitate the financing.  One of the existing debenture holders has indicated that they will contribute an additional $250,000 in this financing. The Company continues to negotiate the terms of the financing and there can be no assurance that it will be completed on terms substantially similar to those described herein or that it will be completed at all. Any debt or equity financing undertaken by the Company will be subject to, among other things, receipt of all requisite regulatory approvals, including that of the TSX Venture Exchange.

The Company also wishes to offer shareholders further details and clarification on its proposed share consolidation ("Share Consolidation").

As recently announced, the Company is requesting that shareholders approve, at its annual and special meeting scheduled for January 11, 2012, a proposed consolidation of its common shares ("Common Shares") on the basis of one new share for every 10 existing shares.  If the Share Consolidation is approved, the Board will have discretion to implement (or revoke) the Share Consolidation when it deems it to be in the best interests of the Company to do so, at any time prior to the next annual shareholders meeting of the Company.  It is anticipated that the share consolidation would only be implemented on the basis that the financing described in this press release is completed on similar terms.  YANGAROO currently has 131,569,119 Common Shares outstanding. The Company believes that it may be in the best interests of the company to reduce the number of outstanding Common Shares by way of the Share Consolidation. Updated meeting materials will be sent to shareholders shortly providing further information on the proposed Share Consolidation, which remains subject to shareholder and regulatory approval, including that of the TSX Venture Exchange.

About YANGAROO:
YANGAROO's patented Digital Media Distribution System (DMDS) is a leading secure B2B digital delivery solution for the music and advertising industries. DMDS replaces the physical distribution of audio and video content for music, music videos, and advertising to television, radio, media, retailers, and other authorized recipients with more accountable, effective, and far less costly digital delivery of broadcast quality media via the Internet. The DMDS Awards platform powers many of the North America's major awards shows.

Named one of Canada's Top 100 Tech Companies by Canadian Business, YANGAROO has offices in Toronto, New York, Los Angeles, and Dallas. YANGAROO trades on the TSX Venture Exchange (TSX-V) under the symbol YOO and in the U.S. under OTCBB: YOOIF.

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 Yangaroo's proposed financing and share consolidation. 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 Yangaroo to be materially different from those expressed or implied by such forward-looking information, including risks related to financings and share consolidations, such as market conditions and obtaining necessary financing and requisite approvals, economic factors, capital expenditures, marketability and trading liquidity of the consolidated Common Shares may not improve, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in Yangaroo's management's discussion and analysis for the period ended September 30, 2011, available on www.sedar.com. Although Yangaroo 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. Yangaroo does not undertake to update any forward-looking information contained herein, except in accordance with applicable securities laws.