/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, Dec. 4, 2017 /CNW/ - RYU Apparel Inc. (TSX VENTURE: RYU & Frankfurt Stock Exchange: RYA) ("RYU" or the "Company"), creator of urban athletic apparel, is pleased to announce that, further to its news releases dated November 20 and November 30, 2017, it has closed the first tranche (the "First Tranche") of its non-brokered private placement financing (the "Financing") of up to 71,428,572 units (each, a "Unit") at a price of $0.07 per unit for gross proceeds of up to $5,000,000.
The first tranche consisted of 25,497,283 Units of the Company at a price of $0.07 per Unit for gross proceeds of $1,784,809.81. 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 $0.20 per common share for a period of five years from the closing of the Financing. In connection with the First Tranche, the Company paid cash finder's fees of $12,600 and issued 180,000 share purchase warrants (the "Finder's Warrants") to one finder, in accordance with the policies of the TSX Venture Exchange (the "Exchange"). Each Finder's Warrant entitles the holder to purchase one additional common share at a price of $0.20 per common share for a period of five years from the closing of the Financing.
Completion of subsequent tranches of the Financing is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the Exchange.
All securities issued in the First Tranche are subject to a statutory hold period expiring four months and one day after December 4, 2017.
The Chief Executive Officer of the Company subscribed for a total of 5,000,000 Units under the First 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 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 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. 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, 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 subsequent tranches of the 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) the inability of RYU to complete subsequent tranches of Financing at all or on the amended terms announced; or (iii) the Exchange not approving subsequent tranches of the Financing. 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: Kelsi Carleton, 604-738-2220, [email protected]