YANGAROO INC. ANNOUNCES AMENDMENT TO LOAN AGREEMENT WITH NATIONAL BANK OF CANADA

YANGAROO INC. ANNOUNCES AMENDMENT TO LOAN AGREEMENT WITH NATIONAL BANK OF CANADA

TORONTO, CANADA - August 23, 2024 - YANGAROO Inc. (the "Company") (TSX-V: YOO, OTC: YOOIF), a software leader in media asset workflow solutions for the advertising and entertainment industries, today announced that it has executed an amending agreement (the "Amendment") to its existing loan agreement (the "Loan Agreement") dated April 20, 2021, as amended in December 2022 and again in December 2023, with National Bank of Canada ("NBC") related to all credit facilities of the Company held with NBC, including a term loan (the "Term Loan").

In a news release dated July 19, 2024, the Company had announced its non-compliance with the terms of the Term Loan and its engagement in discussions with NBC to obtain a waiver of the non-compliance related to certain financial covenants by means of an amendment to the terms of the Loan Agreement, which has now been completed by the execution of the Amendment.

Under the terms of the Amendment, in addition to the amendment of certain of the financial covenants, the term of the Term Loan has been extended and will expire on June 26, 2025.

The Amendment is part of Yangaroo's ongoing efforts to manage its financial obligations and improve its financial position. The Company remains committed to meeting its covenants and strengthening its financial performance.

The Amendment contains certain conditions, including a requirement that each holder of the unsecured convertible debentures issued by the Company in December 2022 (the "Debentures") execute an amended and restated assignment, subordination and postponement agreement (each a "Subordination Agreement", collectively the "Subordination Agreements") in favour of NBC with respect to the Debentures until any and all amounts owing by Yangaroo to NBC are repaid and each Subordination Agreement is terminated by NBC. Whereas previously the holders of Debentures were entitled to receive semi-annual interest payments, despite there being no amendment to the Debentures, the holders of the Debentures have agreed to waive their right to receive interest payments while the Subordination Agreements remain in effect.

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

[email protected]

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 Amendment and the Subordination Agreements.

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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