RYU Apparel Closes Private Placement
Not for distribution to United States newswire services or for dissemination in the United States
Vancouver, BC – December 22, 2020 – RYU Apparel Inc. (TSXV: RYU) (“RYU” or the “Company”), creator of urban athletic apparel, is pleased to announce that it has closed its previously announced follow on non-brokered private placement financing (the “Financing”). The Financing consists of 13,709,612 units (each, a “Unit”) of the Company at a price of $0.08 per Unit for gross proceeds of $1,096,769.
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 $0.105 per common share for a period of two (2) years from the closing of the Financing. The Warrants are subject to an acceleration provision 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 $0.25 per share for a period of 5 consecutive trading days at any time after four months and one day from the closing date of the Financing, 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.
All securities issued in the Financing are subject to a statutory hold period expiring April 23, 2021. No finder’s fees were paid in connection with the Financing.
The Company intends to use the proceeds from the Financing to purchase inventory and for general working capital, including the previously announced development of the product lines for Canada Skateboard and product placement opportunities with Branded Entertainment and the launch of its wholesale strategy.
Insiders of the Company subscribed for a total of 125,000 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 insiders 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 engineered for fitness, performance and lifestyle. 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.
“Cesare Fazari”
Cesare Fazari, CEO
Tel: 1‐844‐535‐2880
Investor Relations
Contact: Anna Brazier Investor Relations
1‐844‐535‐2880
This news release contains forward-looking information that involve 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 the Company, such as the statement regarding the intended use of proceeds in the Financing. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information, including the ability of the Company to finance operations, the ability of the management team to execute on its business plan, risks in the apparel industry in general, and COVID-19 related risks. 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, the Company 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.
