Greetings all,

I was hoping to offer some clarifying remarks on the language used in some of Yappn's recent regulatory filings. I am doing this because some INT investors may be misunderstanding what some of the language means and forming incorrect conclusions as a result.

In some of the recent filings by Yappn, it was noted by some that in the Form 10-Q filed on April 15th, 2013, the company mentioned it intended to file an S-1 form with respect to the private placement of preferred shares in Section 8. For reference purposes, that Form 10-Q filing, and other regulatory filings from Yappn, can be found using the link:

http://www.otcmarkets.com/stock/YPPN/filings

An incorrect conclusion is being drawn here by some investors that the filing of a form S-1 means that Yappn is going to be doing a senior listing on a US exchange. For clarification, form S-1 is a registration statement for securities. It is not specific to a certain exchange, or perhaps more to the point, it is not particular to senior US exchanges. You use an S-1 form to register securities on all of the exchanges / markets, including the NYSE, NASDAQ and the OTCBB. I'm going to guess that due to the recent talk of Ortsbo spinning out in the US on a senior US exchange and the repeated talk of S-1 filings, some folks may have thought that filing an S-1 is specificly related to a senior listing. To clear up this misunderstanting, the two are not directly related; filing an S-1 does not necessarily mean you are going to be listing on a senior US exchange.

Recall that Yappn has, to date, raised $936,000 through the issuance of 9,360,000 preferred shares (and accompanying warrants) in three separate private placement offerings (March 28, May 31 and June 7th). The mention of the S-1 form in the Yappn regulatory filings is related to the fact that Yappn has agreed to file an S-1 so that the investors buying the three offerings of preferred shares are able to sell those preferred shares if they decide to convert them into common stock, and the investors would be able to exercise / sell the warrants that were issued with the preferred shares. Without this S-1 filing, the investors would not be able to sell these shares / warrants on the OTC market. Yappn has in fact agreed to pay a penalty to the investors if the filing of the S-1 is delayed (where the delay is Yappn's fault), or there is a delay on the part of Yappn in getting the registration statement declared effective.

Additionally, all INT investors should be made aware of certain rules governing companies that have been formed by a reverse merger, which is the case for Yappn. A reverse merger involves a company gaining access to the US public markets by taking over a shell company. In late 2011, the Securites and Exchange Commission (SEC) passed new rules that make it more difficult for reverse merger companies to list on a senior US exchange. The justification for these tighter restrictions is related to issues that have appeared in the past regarding some reverse merger companies with respect to the accuracy of their financial statements. Reverse merger companies must now go through what is called a Seasoning Period. This period was put into effect to ensure that reverse merger companies demonstrate they can file proper regulatory paperwork and produce properly audited financials, as well as helping to properly vet these companies by exposing them to analyst coverage during their seasoning period.

To list on a senior exchange, a reverse merger company must:

• Trade on a US OTC market or regulated foreign exchange for at least one year
• During the seasoning period, the company must file all required regulatory reports in a timely manner with the SEC, which must include at least one set of audited annual financial statements
• Meet the minimum required share price of the senior exchange for a sustained period of time, and for at least 30 of the 60 days that immediately precede the filing of the listing application with the exchange in question. For example, for a company applying to the NYSE, the company's shares would need to trade at $4.00 or higher for 30 of the 60 days ahead of them filing their listing application.

There are two exemptions that allow a company to avoid these requirements. One of the exemptions is related to reverse merger companies that were created a while ago, which would not apply to Yappn. The other exemption requires that the listing of the company be in connection with firm commitment, underwritten public offering that raises gross proceeds of at least $40M US dollars. Yappn would therefore not qualify for exemption.

Because of the above requirements, Yappn will need to trade on the OTCBB for at least one year before it could even consider applying for listing on a senior US exchange. It would also need to meet the various listing requirements of the exchange in question. Right now, it is quite a ways away from meeting even the most lenient share price requirements ($2.00 for the junior tier of the NASDAQ or $3.00 for the NYSE-AMEX) as well as some of the market capitalization, shareholder equity and net tangible asset minimums that would be needed.

Long story short: Yappn will not be doing a senior US listing anytime soon. These things take time (take a look at Ortsbo for example) and Yappn still needs to prove itself.

Anyone wishing to do some more reading into the Seasing Period rules and some of the justification for the regulatory changes can reference the following link:

http://www.sec.gov/news/press/2011/2011-235.htm

Respectfully,

BUMBLEBEE