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.


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.


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
November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Penta Security is a leading vendor for data security solutions, including its encryption solution, D’Amo. By using FPE technology, D’Amo allows for the implementation of encryption technology to sensitive data fields without modification to schema in the database environment. With businesses having their data become increasingly more complicated in their mission-critical applications (such as ERP, CRM, HRM), continued ...
In past @ThingsExpo presentations, Joseph di Paolantonio has explored how various Internet of Things (IoT) and data management and analytics (DMA) solution spaces will come together as sensor analytics ecosystems. This year, in his session at @ThingsExpo, Joseph di Paolantonio from DataArchon, will be adding the numerous Transportation areas, from autonomous vehicles to “Uber for containers.” While IoT data in any one area of Transportation will have a huge impact in that area, combining sensor...
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at @ThingsExpo, James Kirkland, Red Hat's Chief Arch...
In his session at @DevOpsSummit at 19th Cloud Expo, Robert Doyle, lead architect at eCube Systems, will examine the issues and need for an agile infrastructure and show the advantages of capturing developer knowledge in an exportable file for migration into production. He will introduce the use of NXTmonitor, a next-generation DevOps tool that captures application environments, dependencies and start/stop procedures in a portable configuration file with an easy-to-use GUI. In addition to captu...
Successful digital transformation requires new organizational competencies and capabilities. Research tells us that the biggest impediment to successful transformation is human; consequently, the biggest enabler is a properly skilled and empowered workforce. In the digital age, new individual and collective competencies are required. In his session at 19th Cloud Expo, Bob Newhouse, CEO and founder of Agilitiv, will draw together recent research and lessons learned from emerging and established ...
SYS-CON Events announced today that Enzu will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to focus on the core of their online busine...
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.
SYS-CON Events announced today that Cloudbric, a leading website security provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Cloudbric is an elite full service website protection solution specifically designed for IT novices, entrepreneurs, and small and medium businesses. First launched in 2015, Cloudbric is based on the enterprise level Web Application Firewall by Penta Security Sys...
@DevOpsSummit has been named the ‘Top DevOps Influencer' by iTrend. iTrend processes millions of conversations, tweets, interactions, news articles, press releases, blog posts - and extract meaning form them and analyzes mobile and desktop software platforms used to communicate, various metadata (such as geo location), and automation tools. In overall placement, @DevOpsSummit ranked as the number one ‘DevOps Influencer' followed by @CloudExpo at third, and @MicroservicesE at 24th.
SYS-CON Events announced today that Roundee / LinearHub will exhibit at the WebRTC Summit at @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. LinearHub provides Roundee Service, a smart platform for enterprise video conferencing with enhanced features such as automatic recording and transcription service. Slack users can integrate Roundee to their team via Slack’s App Directory, and '/roundee' command lets your video conference ...
Traditional on-premises data centers have long been the domain of modern data platforms like Apache Hadoop, meaning companies who build their business on public cloud were challenged to run Big Data processing and analytics at scale. But recent advancements in Hadoop performance, security, and most importantly cloud-native integrations, are giving organizations the ability to truly gain value from all their data. In his session at 19th Cloud Expo, David Tishgart, Director of Product Marketing ...
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
Established in 1998, Calsoft is a leading software product engineering Services Company specializing in Storage, Networking, Virtualization and Cloud business verticals. Calsoft provides End-to-End Product Development, Quality Assurance Sustenance, Solution Engineering and Professional Services expertise to assist customers in achieving their product development and business goals. The company's deep domain knowledge of Storage, Virtualization, Networking and Cloud verticals helps in delivering ...
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smar...
Kubernetes, Docker and containers are changing the world, and how companies are deploying their software and running their infrastructure. With the shift in how applications are built and deployed, new challenges must be solved. In his session at @DevOpsSummit at19th Cloud Expo, Sebastian Scheele, co-founder of Loodse, will discuss the implications of containerized applications/infrastructures and their impact on the enterprise. In a real world example based on Kubernetes, he will show how to ...