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TORONTO, CANADA - YANGAROO Inc. (TSX-V: YOO, OTC: YOOIF), the industry's leading secure digital media management company (the "Company"), wishes to provide an update on the status of its private placement (the "Private Placement"), whereby, subject to regulatory approvals, the Company is in the process of raising a minimum of $750,000 (the "Minimum") and up to $1,250,000 through the issuance of a minimum of 3,000,000 and up to 5,000,000 subscription receipts ("Subscription Receipts") at a price of $0.25, based on the post-consolidation share price, per Subscription Receipt, as was previously announced in a news release dated July 3rd, 2013 (the "July 3 Release"). Please see the July 3 Release for details.
The Company has secured subscriptions well in excess of the Minimum and is continuing to raise funds pending its anticipated closing in the week of August 26th, 2013. As previously announced, the Company expects that certain directors of the Company will participate in the Private Placement and, as such, this Private Placement shall constitute 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 TSXV 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 are anticipated to be created, nor will there any change of control as a result of the Private Placement.
The Company also wishes to announce the approval, by approximately 95% of the shareholders of the Company, of the Share Consolidation, as described in the July 3 Release, at its Annual and Special Meeting of the Shareholders, which occurred last Thursday, August 15th, 2013.
The Company anticipates that, subject to the approval of the TSX Venture Exchange in each instance, it will complete the Share Consolidation as well as the Shares for Debt Transaction (as defined in the July 3 Release) in the month of September, 2013. Under the Shares for Debt Transaction, the Company intends to enter into a Shares For Debt Agreement with current debenture holders in respect of all or a portion, but not less than 40%, of the outstanding indebtedness of the Company (the "Debt"), whereby the Company will issue one (1) common share in the capital stock of the Company in exchange for each $0.25 of the Debt. No warrants will be issued with respect to the Shares for Debt Transaction.
The Company will provide a further update upon the closing of the Private Placement.
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.
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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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