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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.