Jun. 23, 2011 (Canada NewsWire Group) --
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, June 23, 2011 /CNW/ - YANGAROO Inc. (TSXV: YOO), (OTCBB: YOOIF) announces that it has completed its previously announced debt financing transaction valued at approximately $4.5 million.
Pursuant to the transaction, the Company has issued $2,500,000 principal amount of senior secured 18% non-convertible debentures (the "New Debentures"). In addition, with the prior requisite approval of the debentureholders, the Company has amended its previously issued $818,000 principal amount 12% convertible debentures maturing March 31, 2012 (the "March 2012 Debentures") and $1,125,000 principal amount convertible debentures maturing July 31, 2012 to reflect the terms of the New Debentures (the "July 2012 Debentures" and together with the March 2012 Debentures, the "Amended Debentures"). (Interest of $44,911 that had accrued on the March 2012 Debentures has been added to the principal amount of the amended March 2012 Debentures.)
Fraser Mackenzie Limited acted as agent for this transaction.
In accordance with the rules of the TSX Venture Exchange, the Company also issued an aggregate of 13,521,504 "bonus" common shares to purchasers of the New Debentures and holders of the previously issued debentures.
Pursuant to their terms, the New Debentures and the Amended Debentures (collectively, the "Debentures") are, among other things, non-convertible and repayable upon demand (after the first anniversary of their issuance), subject to the requisite determination of the holders of the outstanding 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 the outstanding Debentures, plus all accrued and unpaid interest due, at a price equal to 100%. Debentureholders 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.
The agent received a cash fee of $206,600 and was issued 2,066,000 compensation options ("Compensation Options") in connection with the transaction. The Compensation Options are exercisable for common shares at a price of $0.10 per share until June 23, 2013.
The securities issued and issuable pursuant to the transaction are subject to a hold period expiring October 24, 2011.
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.
Scott Wambolt
CEO
Yangaroo Inc.
Tel: (416) 534-0607
Email: scott.wambolt@yangaroo.com