YANGAROO CLOSES $900,000 LOAN FACILITY; ANNOUNCES EARLY REPAYMENT OF DEBENTURES; UPDATES SHAREHOLDERS RIGHTS PLAN AGREEMENT

TORONTO, CANADA – May 22, 2019 - YANGAROO Inc. (the “Company” or “Yangaroo”) (TSX-V: YOO, OTC: YOOIF), the industry's leading secure digital media management and distribution company, is pleased to announce it has entered into a financing agreement with a Canadian tier-one (“big-five”) financial institution for a $750,000 revolving demand facility and a $150,000 lease facility (together, the “Loan Facility”). The proceeds from the Loan Facility will be used to repay outstanding debentures, fund general working capital and to reinvest into the business as the Company pursues organic growth.

“We are very pleased to announce the closing of the Loan Facility with a big-five financial institution and with exceptional financial terms. It validates our activities over the past two years to strengthen the business and further endorses and helps execute our existing growth strategy,” said Gary Moss, President and Chief Executive Officer of Yangaroo.

“In conjunction with the closing of the Loan Facility, we are pleased to repay our debenture holders and we thank them for supporting Yangaroo over the last two years. The debenture holders valued support helped put the Company back on track to a healthy balance sheet and a path to growth”, stated Gary Moss.

Gary Moss further added, “Yangaroo will seek to strategically establish relationships with leading financial institutions to help us deliver organic growth as the Company pursues advertising market share in the US, Latin America, and Canada. We may also seek to use funds to pursue other related revenue streams through investment into research and development while we continue to invest in our competitive advantage and value proposition.”

As of May 22, 2019, the Company’s cash position, inclusive of funds from the revolving demand facility, is approximately $2.6 million.

Loan Facility

Borrowings under the $750,000 revolving demand facility bear an interest rate of prime plus 0.5 percent, are due on demand, and are secured by a general security agreement over most of the property of the Company. The operating line does not contain any financial or operational covenants.

Borrowing under the $150,000 lease facility bear an interest rate of approximately 5.0 percent, have a term of 2-4 years, and are secured by the underlying leased equipment and a general security agreement. As of May 23, 2019, the Company has drawn down $61,455 of this facility.

Debenture Repayment

The outstanding debentures to be repaid have a current principal balance of $500,000 and an accrued interest balance of $112,000. The debentures bear an interest rate of 10%, mature on February 24, 2020, and are repayable in full without penalty.

Amended and Restated Shareholder Rights Plan Agreement

Subject to the approval of the TSX Venture Exchange, the Company has made certain amendments to the terms of the proposed amended and restated shareholder rights plan agreement (the “Plan”) to be presented for approval at the annual general and special meeting of shareholders of the Company, scheduled to be held on June 26, 2019 (the “AGSM”).

The amendments to the Plan reflect updates to securities legislation, certain amendments of a “housekeeping” nature and an amendment to the definition of “Exercise Price”. A copy of the proposed Plan is contained in the management information circular of the Company in connection with the AGSM, which has been filed and is available for viewing on the Company’s SEDAR profile at www.sedar.com.

Management of the Company believes the terms of the Plan to be similar to those in rights plans recently approved by shareholders of other Canadian corporations. The Company is not aware of any specific take-over bid for the Company in process or currently being contemplated.

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.

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For YANGAROO Investor Inquiries:

Gary Moss
Phone: (416) 534-0607
[email protected]

Cautionary Note Regarding Forward-looking Statements

This news release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words, including negatives thereof, suggesting future outcomes.

Forward looking statements are subject to both known and unknown risks, uncertainties and other factors, many of which are beyond the control of YANGAROO, 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 statements, including but not limited to: the use of proceeds of the offering, receipt of all necessary approvals of the offering, general business, economic, competitive, political and social uncertainties; negotiation uncertainties and other risks of the technology industry. Although YANGAROO has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties, some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause YANGAROO’s actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Any forward-looking statements are made as of the date hereof and, except as required by law, neither YANGAROO assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.