- Yangaroo (YOO) has announced a non-brokered private placement offering for gross proceeds of $500,000
- The company is currently in breach of its financial covenants pursuant to the loan agreement
- The offering is being undertaken in order for the National Bank of Canada (NBC) to provide an amendment to the loan agreement
- Subscribers to the offering will be required to execute a Subordination and Postponement Agreement
- The debentures will mature on November 30, 2027, and each $1,000 debenture will bear interest at the NBC Prime Rate plus 8 per cent per annum
- Yangaroo is a technology software company
- Yangaroo Inc. (YOO) opened trading at C$0.045
Yangaroo (YOO) has announced a non-brokered private placement offering for gross proceeds of $500,000.
The company is undertaking the offering in order for the National Bank of Canada (NBC) to provide an amendment to a loan agreement related to all credit facilities of the company held with NBC.
The company is currently in breach of its financial covenants pursuant to the loan agreement. Following the completion of the offering, it is anticipated that NBC will sign an amendment agreement allowing Yangaroo to be in good standing. Subscribers to the offering will be required to execute a Subordination and Postponement Agreement in favour of NBC with respect to the debentures until any and all amounts owing by Yangaroo to NBC are repaid and the Subordination and Postponement Agreement is terminated by NBC. During the term of the Subordination and Postponement Agreement, no payments to the holders of the Debentures in the form of cash will be permitted except for payments of Interest (as defined below), unless the company is in default of the Loan Agreement. No payments by way of issuance of common shares will be permitted if the company is in default of the loan agreement.
The debentures will mature on November 30, 2027, and each $1,000 debenture will bear interest at the NBC Prime Rate plus 8 per cent per annum. The holders of the debentures will be entitled to convert the principal amount of the debentures into common shares of the company at a conversion price of $0.10 at any time up to the maturity date, subject to the NBC Conversion Restriction. In the event that the debentures are not converted or repaid by the maturity date as a result of the NBC Conversion Restriction, subject to the prior approval of the TSX Venture Exchange, the debentures will become non-convertible.
The company will have an optional right to redeem the principal amount owing under the Debentures, on a pro-rata basis, in whole or in part, at 100% of the value of the principal owing at such time. The company will also have a mandatory obligation to redeem the principal amount owing under the Debentures in certain circumstances, including in the event of certain asset sales (requiring a redemption in whole or in part at par) or in the event of a change of control (requiring a redemption in full at 101% of the principal owing at such time), however subject to the NBC Conversion Restriction in each instance. In the event of an optional or mandatory redemption, interest will be payable within 30 days of the applicable redemption date, in cash or common shares as described above, subject in each instance to the prior approval of the Exchange and to the NBC Conversion Restriction.
The company intends to close the offering on or about December 9th, 2022.
The net proceeds will be used to repay a portion of the outstanding balance owing on the company’s revolving line of credit held with NBC.
Yangaroo is a software leader in media asset workflow and distribution solutions for the advertising, music, and awards industries. Yangaroo’s patented Digital Media Distribution System is a secure business-to-business cloud-based solution that incorporates production services, traffic, clearance, delivery, analytics, and secure API integration for the industry’s various video and audio workflow challenges.
Yangaroo Inc. (YOO) opened trading at C$0.045.