|By Marketwired .||
|June 24, 2014 06:03 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 06/24/14 -- Killbear Acquisition Corp. (TSX VENTURE:KBA.P) (the "Corporation"), a capital pool company listed on the TSX Venture Exchange Inc. (the "Exchange"), is pleased to announce that it has entered into a term sheet dated June 24, 2014 and a subscription agreement dated June 24, 2014 (the "Agreements") with Yangaroo Inc. ("Yangaroo"), a company listed on the Exchange under the symbol "YOO", providing for its participation in Yangaroo's proposed brokered private placement (the "Private Placement") which, upon completion, will constitute the Corporation's qualifying transaction pursuant to the policies of the Exchange (the "Qualifying Transaction").
Under the Agreements, the Corporation will purchase common shares in the capital of Yangaroo (the "Yangaroo Shares") at a price of $0.30 per Yangaroo Share with all of its available cash reserves after deducting the anticipated transaction costs related to the Qualifying Transaction which are currently estimated at approximately $60,000, for an aggregate consideration of approximately $300,000 and up to a maximum of $324,000 depending on the actual transaction costs required to complete the Qualifying Transaction.
Following the completion of the Private Placement, the Corporation will undertake the necessary steps to distribute the Yangaroo Shares on a pro rata basis to its shareholders (the "Distribution") and thereafter the Corporation intends to delist its common shares from the Exchange and commence a voluntary dissolution in accordance with Section 237 of the Business Corporations Act (Ontario) (the "Dissolution").
The Yangaroo Shares will be issued to the Corporation and its shareholders pursuant to applicable prospectus and registration exemptions under National Instrument 45-106. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares from "control persons", the Yangaroo Shares distributed pursuant to the Distribution may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort has been made to prepare the market or create demand for the Yangaroo Shares and that no extraordinary commission or consideration is paid in respect of any trade.
The Corporation intends to make the Private Placement and subsequent Distribution and Dissolution its proposed "Qualifying Transaction" pursuant to Policy 2.4 of the Exchange. Yangaroo does not anticipate any new Control Person (as such term is defined in Exchange policies) will be created in connection with the Private Placement.
The Qualifying Transaction is an arm's length transaction for the purposes of the Exchange.
It is proposed that a special meeting of shareholders of the Corporation will be held on or before August 14, 2014, or such other date as permissible by applicable securities laws (the "Meeting"), at which time the shareholders will be asked to vote for or to vote against or withhold from voting for, inter alia, resolutions approving the Private Placement, Distribution and Dissolution of the Corporation.
The Corporation and Yangaroo anticipate that the Corporation's purchase of Yangaroo Shares will occur as soon as practicable following approval of the Private Placement by the shareholders of the Corporation at the Meeting after which the Corporation will immediately commence the distribution of Yangaroo Shares and the Dissolution.
ABOUT YANGAROO INC.
Yangaroo is a technology company that is the provider of user friendly and secure business to business distribution of media via the internet. Yangaroo's patented Digital Media Distribution System ("DMDS") is a secure B2B distribution of media via the internet.
Yangaroo's strategy is to use its technology to supplant traditional means of delivering content on physical media (such as copying to CD, DVD or tapes and delivering via courier) by leveraging the now widely available infrastructure of the internet and evermore powerful desktop computers to enable faster, more secure, less expensive, and environmentally friendly digital content delivery.
Yangaroo provides a digital media management solution for the entertainment and advertising industries. DMDS is an end to end technology solution that provides a fully integrated work flow based digital distribution and data management solution. DMDS provides audio and video content for music, music videos, and advertising to television, radio, media, retailers, award shows and other authorized recipient with more accountable, effective, and far less costly digital distribution of broadcast quality media via the internet.
ABOUT THE CORPORATION
The Corporation is a "capital pool company" in accordance with Exchange policies, and at present, the Corporation does not own any assets other than cash. The Corporation's activities have been restricted to the identification and evaluation of potential acquisitions or interests with a view to completing a Qualifying Transaction.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, shareholder approval of the Corporation, including majority of the minority shareholder approval in accordance with the policies of the Exchange and the closing of the Private Placement. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and neither the Exchange nor the its Regulation Services Provider (as that term is defined in the policies of the Exchange) has approved nor disapproved the contents of this press release or accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in filings by the Corporation with the Canadian securities regulators, which filings are available at www.sedar.com.
Killbear Acquisition Corp.
Chief Executive Officer
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