VANCOUVER, April 8, 2016 /PRNewswire/ - RYU Apparel Inc. (TSX VENTURE: RYU & Frankfurt Stock Exchange: RYA), a global, tailored technical training apparel and accessories brand engineered for the fitness, training and performance of the multi-discipline athlete, is pleased to announce a non-brokered private placement financing (the "Financing") of up to $1,750,000 consisting of the issuance of up to 8,750,000 Units ("Units") at a price of $0.20 per Unit. Each Unit will consist of one common share and one transferable common share purchase warrant (subject to applicable securities laws). Each warrant will be exercisable into one common share at a price of $0.50 for a period of three years following the closing of the Financing.
There is no minimum aggregate proceeds amount that is required to close the Financing. Management anticipates that the Company will allocate the proceeds of the Financing as follows: 33% for expansion of new stores, 33% for inventory and 33% for general working capital purposes.
The Financing will be conducted under available exemptions from the prospectus requirements of applicable securities legislation and participation in the Financing will be available to existing shareholders in qualifying jurisdictions in Canada in accordance with the provisions of Multilateral CSA Notice 45-313 and BC Instrument 45-354 (the "Existing Shareholder Exemption"). The Company has set April 8, 2016 as the record date for the purpose of determining shareholders entitled to participate in the Financing in reliance on the Existing Shareholder Exemption. Qualifying shareholders who wish to participate in the Financing should contact the Company at the contact information set forth below. If the Financing is over subscribed for, units will be allocated pro-rata amongst all subscribers. In addition to conducting the Financing pursuant to the Existing Shareholder Exemption, the Financing will also be conducted pursuant to other available prospectus exemptions. Insiders may participate in the Financing.
All securities issued pursuant to the Financing will be subject to a statutory hold period expiring four months and one day after closing of the Financing. Completion of the Financing is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSX Venture Exchange.
None of the securities issued in connection with 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 news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there by 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
RYU Apparel Inc. is a global, tailored technical training apparel and accessories brand engineered for the fitness, training and performance of the multi-discipline athlete. Designed without compromise, RYU exists to facilitate human performance. For more information, visit: http://ryu.com
On Behalf of the Board
RYU APPAREL INC.
Marcello Leone, CEO, President and Chairman of the Board
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 RYU, such as statements that RYU intends to undertake the Financing and the anticipated use of proceeds. 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 the Financing at all or on the terms announced; or (iii) the Exchange not approving 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 nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE RYU Apparel Inc.