Welcome!

News Feed Item

Killbear Acquisition Corp. Announces Proposed Qualifying Transaction With Yangaroo Inc.

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.

Further information about Yangaroo can be found online at www.sedar.com and at www.yangaroo.com.

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.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Information technology is an industry that has always experienced change, and the dramatic change sweeping across the industry today could not be truthfully described as the first time we've seen such widespread change impacting customer investments. However, the rate of the change, and the potential outcomes from today's digital transformation has the distinct potential to separate the industry into two camps: Organizations that see the change coming, embrace it, and successful leverage it; and...
SYS-CON Events announced today that Sheng Liang to Keynote at SYS-CON's 19th Cloud Expo, which will take place on November 1-3, 2016 at the Santa Clara Convention Center in Santa Clara, California.
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life sett...
Video experiences should be unique and exciting! But that doesn’t mean you need to patch all the pieces yourself. Users demand rich and engaging experiences and new ways to connect with you. But creating robust video applications at scale can be complicated, time-consuming and expensive. In his session at @ThingsExpo, Zohar Babin, Vice President of Platform, Ecosystem and Community at Kaltura, will discuss how VPaaS enables you to move fast, creating scalable video experiences that reach your ...
One of biggest questions about Big Data is “How do we harness all that information for business use quickly and effectively?” Geographic Information Systems (GIS) or spatial technology is about more than making maps, but adding critical context and meaning to data of all types, coming from all different channels – even sensors. In his session at @ThingsExpo, William (Bill) Meehan, director of utility solutions for Esri, will take a closer look at the current state of spatial technology and ar...
The vision of a connected smart home is becoming reality with the application of integrated wireless technologies in devices and appliances. The use of standardized and TCP/IP networked wireless technologies in line-powered and battery operated sensors and controls has led to the adoption of radios in the 2.4GHz band, including Wi-Fi, BT/BLE and 802.15.4 applied ZigBee and Thread. This is driving the need for robust wireless coexistence for multiple radios to ensure throughput performance and th...
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
In his General Session at DevOps Summit, Asaf Yigal, Co-Founder & VP of Product at Logz.io, will explore the value of Kibana 4 for log analysis and will give a real live, hands-on tutorial on how to set up Kibana 4 and get the most out of Apache log files. He will examine three use cases: IT operations, business intelligence, and security and compliance. This is a hands-on session that will require participants to bring their own laptops, and we will provide the rest.
SYS-CON Events announced today that Bsquare has been named “Silver Sponsor” of SYS-CON's @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. For more than two decades, Bsquare has helped its customers extract business value from a broad array of physical assets by making them intelligent, connecting them, and using the data they generate to optimize business processes.
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lea...
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - comp...
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
“We're a global managed hosting provider. Our core customer set is a U.S.-based customer that is looking to go global,” explained Adam Rogers, Managing Director at ANEXIA, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Adobe is changing the world though digital experiences. Adobe helps customers develop and deliver high-impact experiences that differentiate brands, build loyalty, and drive revenue across every screen, including smartphones, computers, tablets and TVs. Adobe content solutions are used daily by millions of companies worldwide-from publishers and broadcasters, to enterprises, marketing agencies and household-name brands. Building on its established design leadership, Adobe enables customers not o...
SYS-CON Events announced today the Enterprise IoT Bootcamp, being held November 1-2, 2016, in conjunction with 19th Cloud Expo | @ThingsExpo at the Santa Clara Convention Center in Santa Clara, CA. Combined with real-world scenarios and use cases, the Enterprise IoT Bootcamp is not just based on presentations but with hands-on demos and detailed walkthroughs. We will introduce you to a variety of real world use cases prototyped using Arduino, Raspberry Pi, BeagleBone, Spark, and Intel Edison. Y...