YANGAROO Inc. announced a non-brokered private placement of 500 unsecured convertible debentures at a price of CAD 1,000 per debenture for gross proceeds CAD 500,000 on December 6, 2022. The debentures will mature on November 30, 2027 and will bear interest at a simple rate 8.00% per annum The holders of the debentures will be entitled to convert the principal amount of the debentures at any time on or prior to the maturity date into common shares of the company at a conversion price of CAD 0.10 subject to adjustment related to corporate actions and 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 anticipates one or more directors or officers of the Company to participate in the transaction. The debentures are non-transferable, in the event that the debentures are converted prior to the expiration of a statutory hold period of four months and a day from the date of closing.. The Company intends to close the Offering on or about December 9th, 2022.

The Offering, including each term of the Debentures, is subject to the approval of the Exchange.