Total $2M Financing Oversubscribed at $2.37 Million
VANCOUVER, Oct. 4, 2016 /CNW/ - RYU Apparel Inc. (TSX VENTURE: RYU & Frankfurt Stock Exchange: RYA), a global, tailored urban athletic apparel and accessories brand engineered for the fitness, training and performance of the multi-discipline athlete, is pleased to announce that, further to its news release dated September 1st and 12th, it has closed the second tranche of the private placement, which consisted of 11,458,368 units (each, a "Unit") at a price of $0.125 per Unit for gross proceeds of $1,432,296. Each Unit consists of one common share and one share purchase warrant (each, a "Warrant"). Each whole Warrant 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 per 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.
On September 1, 2016, the Company announced the $2 million private placement of Units at a price of $0.125 per Unit, and the closing of the first tranche totaling 7,511,408 Units for gross proceeds of $938,926. In total, the Company issued an aggregate of 18,969,776 Units for gross proceeds of $2,371,222 with respect to the financing.
For the second tranche, the Company paid cash finder's fees of $74,912.20 and issued 303,209 common shares and 291,088 share purchase warrants to certain finders in connection with the financing. The finder's warrants have the same terms and conditions as the Warrants.
All securities issued in the second tranche of the financing are subject to a statutory hold period expiring four months and one day after October 3, 2016.
Insiders of the Company subscribed for a total of 386,832 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 insiders 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 parties did not exceed 25% of the Company's market capitalization.
None of the securities issued in connection with 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 news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there by 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
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this 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]