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
About RYU
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"
Marcello Leone,
CEO, President and Chairman of the Board
Tel: 604-235-2880
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.