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VANCOUVER, Jan. 19, 2018 /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, November 30, December 4, December 13, and December 22 2017, it has closed the third and final tranche (the "Third Tranche") of the non-brokered private placement financing (the "Financing") of 114,285,456 Units at a price of $0.07 per Unit for gross proceeds of $7,999,981.97.
The Third Tranche consisted of 80,742,068 Units of the Company at a price of $0.07 per Unit for gross proceeds of $5,651,944.76. 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 applicable tranche of the Financing. In connection with the Third Tranche, the Company paid cash finder's fees of $125,000 and issued 1,785,714 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 Third Tranche.
All securities issued in the Third Tranche are subject to a statutory hold period expiring May 20, 2018.
A company controlled by the Chief Executive Officer and a director of the Company subscribed for a total of 313,500 Units under the Third 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. 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.
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: Marcello Leone, CEO, President and Chairman of the Board, Tel: 604-235-2880; 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]