VANCOUVER, Sept. 1, 2016 /CNW/ - RYU Apparel Inc. ("RYU" or the "Company") (TSX VENTURE: RYU & Frankfurt Stock Exchange: RYA), a global, urban athletic apparel and accessories brand engineered for the fitness, training and performance of the multi-discipline athlete, is pleased to announce it intends to undertake a private placement financing of up to 16,000,000 units at a price of $0.125 per unit for gross proceeds of up to $2,000,000. Each unit consists of one common share and one share purchase warrant, which entitles the holder to purchase one additional share at a price of $0.20 per share for a period of two years from the closing of the financing, subject to an acceleration provision whereby, in the event that the Company's common shares have a closing price on the TSX Venture Exchange of greater than $0.25 for share for a period of 20 consecutive trading days at any time after four months and one day from the closing date, the Company may accelerate the expiry date of the warrants by giving notice to the holders thereof and, in such case, the warrants will expire on the 30th day after the date on which such notice is given to the holders.
The Company further announces it has closed the first tranche of the private placement, which consisted of the issuance of 7,511,408 units for gross proceeds of $938,926. The Company paid a cash finder's fee of $4,375 to one finder in connection with the financing. All securities issued in the first tranche are subject to a statutory hold period expiring four months and one day from the closing date.
Completion of the remaining portion of the private placement is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSX Venture Exchange.
The Chief Executive Officer of the Company indirectly subscribed for a total of 784,000 units under the financing, which is a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance to the insider is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the shares issued to the related party did not exceed 25% of the Company's market capitalization.
None of the securities issued in the financing will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
For regular updates on RYU Apparel visit: http://ryu.com
RYU Apparel Inc. is a global, tailored urban athletic apparel and accessories brand engineered for the fitness, training and performance of the multi-discipline athlete. Designed without compromise, RYU exists to facilitate human performance. For more information, visit: http://ryu.com
On Behalf of the Board
RYU APPAREL INC.
Marcello Leone, CEO, President and Chairman of the Board
This press release contains forward-looking information that involves various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of RYU, such as statements that RYU intends to undertake a private placement financing. There are numerous risks and uncertainties that could cause actual results and RYU's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) risks inherent in the apparel industry in general; (iii) the inability of RYU to complete the private placement; or (iv) the TSXV not approving the private placement. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, RYU does not intend to update these forward-looking statements.
Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE RYU Apparel Inc.
For further information: Investor Relations: Contact: Anna Brazier, Investor Relations, 1-844-535-2880, [email protected], www.ryu.com; For Media inquiries, contact: Katie Stevens, 778-686-0906, [email protected]