/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
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
About RYU
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"
Marcello Leone,
CEO
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 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.