01:42:19 EDT Mon 07 Jul 2025
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Yangaroo Inc (2)
Symbol YOO
Shares Issued 62,437,140
Close 2025-03-06 C$ 0.05
Market Cap C$ 3,121,857
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Yangaroo grants option, RSUs to CEO Schuetrumpf

2025-03-10 19:27 ET - News Release

Mr. Grant Schuetrumpf reports

YANGAROO ANNOUNCES GRANT OF STOCK OPTIONS, RSUS, AND SHARES FOR SERVICES ARRANGEMENT

Yangaroo Inc. has granted stock options and restricted share units (RSUs) to Grant Schuetrumpf, the company's chief executive officer since January, 2021, and has also agreed to a share-for-service arrangement with Mr. Schuetrumpf with respect to a portion of Mr. Schuetrumpf's compensation, in lieu of cash.

The company has granted 500,000 options and two million RSUs to Mr. Schuetrumpf in accordance with the terms and conditions of the company's omnibus incentive plan. Each option shall vest immediately on the date of grant and be exercisable at a price of 3.75 cents per share for a period of 90 days. One million of the RSUs are subject to certain performance requirements and will vest on the later to occur of the satisfaction of such key performance indicators (KPIs) or March 7, 2026, and the remaining one million RSUs will vest on March 7, 2027. Each RSU represents a right to receive, once vested, one common share in the capital stock of the company, subject to the terms and conditions of the plan.

The company has also agreed to pay to Mr. Schuetrumpf the lesser of $2,500 (U.S.) per month and $5,000 (Canadian) per month (less applicable withholding taxes) in addition to Mr. Schuetrumpf's existing salary, by way of share issuance. Pursuant to the share-for-service arrangement, common shares of the company will be issued each month over a period of two years effective as of Jan. 1, 2025, to Mr. Schuetrumpf, the number of shares to be calculated using the market price on the last trading day of each month, except with respect to the month of January, 2025, which will be calculated using the discounted market price as at today's date. The deemed price of the shares to be issued for the month of January, 2025, will be 3.75 cents and for the month of February, five cents per share.

The issuance of the shares under the share-for-service arrangement is subject to the approval of the TSX Venture Exchange and will be subject to applicable hold periods. No new insiders will be created, nor will any change of control occur, as a result of the issuance of the shares.

As Mr. Schuetrumpf is an officer and director of the company, the share-for-service arrangement is considered a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders In Special Transactions, and the TSX-V. The company is relying on the exemptions from the formal valuation and the minority shareholder approval requirements of MI-61-101 contained in Section 5.5 (a) and Section 5.7 (1)(a) as the fair market value of the common shares being issued to insiders in connection with the share-for-service arrangement does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

About Yangaroo Inc.

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 leading secure business-to-business cloud-based solution that incorporates production services, traffic, clearance, delivery, analytics and secure API (application programming interface) integration for the industry's various video and audio workflow challenges.

Yangaroo has offices in Toronto, New York and Los Angeles. Yangaroo trades on the TSX Venture Exchange under the symbol YOO and in the United States under OTCBB under the symbol YOOIF.

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