/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
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.
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"
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.