Yangaroo Announces Grant of Stock Options, RSUs, and Shares for Services Arrangement
March 10, 2025 6:14 PM EDT | Source: Yangaroo Inc.
Toronto, Ontario--(Newsfile Corp. - March 10, 2025) - YANGAROO Inc. (TSXV: YOO) (OTC Pink: YOOIF) (the "Company"), a software leader in media asset workflow solutions for the advertising and entertainment industries, announces that it has granted stock options (the "Options") and restricted share units (the "RSUs") to Grant Schuetrumpf, the Company's Chief Executive Officer since January 2021, and has also agreed to a shares for services arrangement (the "Shares for Services 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 2,000,000 RSUs to Mr. Schuetrumpf in accordance with the terms and conditions of the Company's Omnibus Incentive Plan (the "Plan"). Each Option shall vest immediately on the date of grant and be exercisable at a price of $0.0375 per share for a period of 90 days. 1,000,000 of the RSUs are subject to certain performance requirements (the "KPIs") and will vest on the later to occur of the satisfaction of such KPIs or March 7, 2026, and the remaining 1,000,000 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 USD $2500 per month and CAD $5,000 per month (less applicable withholding taxes) (the "Monthly Share Compensation Value") in addition to Mr. Schuetrumpf's existing salary, by way of share issuance. Pursuant to the Shares for Services Arrangement, common shares of the Company (the "Shares") will be issued each month over a period of two (2) years effective as of January 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 $0.0375 and for the month of February, $0.05 per share.
The issuance of the Shares under the Shares for Services Arrangement is subject to the approval of the TSX Venture Exchange (the "TSXV"), 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 Shares for Services Arrangement is considered a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders In Special Transactions ("MI 61-101") and the TSXV. 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 Shares for Services Arrangement does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
About YANGAROO:
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 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 (TSX-V) under the symbol YOO and in the U.S. under OTCBB: YOOIF.
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Cautionary Note Regarding Forward-looking Statements
This news release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words, including negatives thereof, suggesting future outcomes.
Forward looking statements are subject to both known and unknown risks, uncertainties and other factors, many of which are beyond the control of YANGAROO, that may cause the actual results, level of activity, performance or achievements of YANGAROO to be materially different from those expressed or implied by such forward looking statements. Although YANGAROO has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. The Company is making forward-looking statements with respect to, including but not limited to, the issuance of the Shares, and the terms of the Options, RSUs and Shares for Services Arrangement.
Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties, some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause YANGAROO's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Any forward-looking statements are made as of the date hereof and, except as required by law, neither YANGAROO assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.
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