/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
About RYU
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"
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 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.