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VANCOUVER, Feb. 12, 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 release dated
January 23, 2019, it has closed a
first tranche (the "First 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 First Tranche consisted of 38,176,764 Units of the Company
at a price of $0.075 per Unit for
gross proceeds of $2,863,257.30. 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 first tranche, the Company paid cash finder's fees of
$33,100.60 to certain finders.
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 June 12,
2019.
The Chief Executive Officer and a company controlled by the
Chief Executive Officer of the Company subscribed for a total of
11,999,999 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 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
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.