Yangaroo Announces Grant of Stock Options, RSUs, and Shares for Services Arrangement

Rhea-AI Summary

Yangaroo Inc (TSXV: YOO, OTC: YOOIF), a software company specializing in media asset workflow solutions, has announced a comprehensive compensation package for CEO Grant Schuetrumpf. The package includes:

- 500,000 stock options vesting immediately, exercisable at $0.0375 per share for 90 days
- 2,000,000 restricted share units (RSUs), with 1,000,000 subject to KPI requirements vesting after March 7, 2026, and 1,000,000 vesting on March 7, 2027
- Monthly share compensation valued at the lesser of USD $2,500 or CAD $5,000 for two years starting January 2025

The shares issued under the services arrangement will be priced at $0.0375 for January 2025 and $0.05 for February 2025. The arrangement requires TSX Venture Exchange approval and qualifies for exemptions from formal valuation and minority shareholder approval requirements under MI 61-101.

Positive

• Performance-based compensation structure aligns CEO interests with shareholders
• No immediate shareholder dilution as RSUs vest over long-term period
• Partial compensation in shares preserves company cash

Negative

• Future dilution from 2.5 million shares (options and RSUs combined)
• Short 90-day exercise period for stock options indicates potential urgency
• Monthly share issuance may create selling pressure on stock

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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For YANGAROO Investor Inquiries:
Grant Schuetrumpf
Phone: (416) 534-0607
investors@yangaroo.com

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/244056

FAQ

What stock options and RSUs did Yangaroo (YOOIF) grant to its CEO in March 2025?

Yangaroo granted CEO Grant Schuetrumpf 500,000 stock options at $0.0375 per share and 2,000,000 RSUs, with half vesting based on KPIs after March 2026 and half vesting in March 2027.

How much monthly share compensation will Yangaroo's CEO receive under the new arrangement?

The CEO will receive monthly share compensation valued at the lesser of USD $2,500 or CAD $5,000 for two years starting January 2025.

What is the vesting schedule for Yangaroo (YOOIF) CEO's new RSU grant?

1,000,000 RSUs will vest after March 7, 2026 subject to KPI requirements, and the remaining 1,000,000 RSUs will vest on March 7, 2027.

What are the share prices set for Yangaroo's (YOOIF) CEO compensation arrangement in early 2025?

The shares are priced at $0.0375 for January 2025 and $0.05 per share for February 2025.