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VANCOUVER, March 28, 2019 /CNW/ - RYU Apparel Inc. (TSXV: RYU, OTCQB: RYPPF) ("RYU" or the "Company"), creator of urban athletic apparel, is pleased to announce that, further to its news releases dated January 23, 2019, February 11, 2019 and February 28, 2019, it has closed a final tranche (the "Final Tranche") of the non-brokered private placement financing (the "Financing") of up to 80,000,000 units (each, a "Unit") at a price of $0.075 per Unit for gross proceeds of up to $6,000,000.
The Final Tranche completes the Financing for a total raise of $4,280,603.78. The Company has changed direction to not dilute at this moment as it is in discussions with various strategic investors to fund the business on a going forward basis through all avenues, including non-dilutive debt financing structures.
The Final Tranche consisted of 8,499,290 Units of the Company at a price of $0.075 per Unit for gross proceeds of $637,446.75. Each Unit consists of one common share and one transferable common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to purchase one additional common share at a price of $0.15 per common share for a period of three (3) years from the closing of the Financing, subject to an acceleration provision of the Company whereby, in the event the Company's common shares have a closing price on the TSX Venture Exchange (the "Exchange") (or such other exchange on which the shares may be traded at such time) of greater than $0.30 per share for a period of 5 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 via news release to the holders thereof and, in such case, the warrants will expire on the 30th day after the date on which the news release is disseminated by the Company.
For the Final Tranche, the Company paid cash finder's fees of $3,960 to a certain finder.
All securities issued in the Final Tranche are subject to a statutory hold period expiring July 28, 2019, with the exception of 2,039,291 securities which has a statutory hold period expiring July 29, 2019.
The Chief Executive Officer and a company controlled by the Chief Executive Officer of the Company subscribed for a total of 2,666,666 Units under the Final Tranche, 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 issuances to the insiders are 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 securities issued to the related parties 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
Respect Your Universe is an award winning urban athletic apparel and accessories brand engineered for the fitness, performance and lifestyle of the athletic man and woman. Designed without compromise for fit, comfort, and durability, RYU exists to facilitate human performance. For more information, visit: http://ryu.com
On Behalf of the Board
RYU APPAREL INC.
Marcello Leone, CEO
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 fund the business with strategic investors on a going forward basis through all avenues, including non-dilutive debt financing structures. 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) the inability of RYU to complete future funding with strategic investors; or (iii) the Exchange not approving such transactions. 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: Jackie Reed (USA PR), Head of Fashion, [email protected], +1 212-226-2530; Samantha Detwiller (Canada), [email protected]