RYU Announces $5.0 Million Private Placement Financing
(firmenpresse) - Vancouver - BC, November 21, 2019 - RYU Apparel Inc. ("RYU" or the "Company") (TSXV: RYU) announces a non-brokered private placement 166,666,666 units (the Units) at a price of $0.03 per unit to raise $5.0 million (the Offering). Each Unit will consist of one common share of the Company and one common share purchase warrant (the Warrants). Each Warrant will entitle the holder to acquire a further common share of the Company at a price of $0.05 per common share for a period of two years following the issuance of the Warrants. The Company will have the right to accelerate the expiry of the Warrants in the event that the closing price of the common shares on the TSX Venture Exchange exceeds 100% of the exercise price of the Warrants for a period of 10 consecutive trading days.
The Offering will be conducted pursuant to available prospectus exemptions including sales to accredited investors, family members, close friends and business associates of directors and officers of the Company, to purchasers who have obtained suitability advice from a registered investment dealer pursuant to the exemption set out in BC Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer) and to existing shareholders of the Company pursuant to the exemption set out in British Columbia Securities Commission BC Instrument 45- 534 (Exemption from prospectus requirement for certain trades to existing security holders) (the Existing Shareholder Exemption). The Company will use the proceeds from the Offering for the purchase of inventory, store development, and general corporate purposes. Details of the anticipated use of proceeds and anticipated timing for use are provided in the table below:
Use Of Proceeds Fiscal 2019 Fiscal 2020
($) ($)
General -- -600,000
Corporate
purposes
Store -300,000 -100,000
Development
Inventory -200,000 -3,900,000
-500,000 -4,500,000
To the extent that less than the maximum offering is completed, the Company will allocate the proceeds in the following priority: First, to all 2019 expenditures; second, to general corporate and store development in 2020; third, to inventory spend in 2020, fourth to store development in 2021, and finally to inventory spend in 2020. Although the Company intends to use the proceeds of the Offering as described, the actual allocation of proceeds may vary from the uses set out above depending on future operations, events or opportunities.
Where subscriptions received based on all available exemptions exceed the Offering amount, subscriptions will be accepted at the discretion of the Company such that it is possible that a subscription received from an investor may not be accepted by the Company if the Offering is over-subscribed unless the Company determines to increase the size of the Offering. The Existing Shareholder Exemption will be available to shareholders of the Company as of the record date.
The Existing Shareholder Exemption is available to shareholders residing in all Canadian provinces, other than Newfoundland and Labrador. Shareholders of record of the Company as at November 19, 2019 (the Record Date) are eligible to participate under the Existing Shareholder Exemption. To rely upon the Existing Shareholder Exemption, the subscriber must: a) have been a shareholder of the Company on the Record Date and continue to hold shares of the Company until the date of closing of the Offering, b) be purchasing the Shares as a principal and for their own account and not for any other party, and c) may not subscribe for more than $15,000 of securities from the Company in any 12 month period unless they have first received advice from a registered investment dealer regarding the suitability of the investment. Existing shareholders interested in participating in the Offering should consult their investment advisor or the Company directly. In accordance with the requirements of the Existing Shareholder Exemption and the Investment Dealer Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed. The Offering may be closed in one or more tranches as subscriptions are received. There is a minimum subscription amount of $5,000. The Company may pay finders fees on a portion of the Offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the Exchange). After completion of the Offering the Company intends to complete a consolidation of its outstanding common shares on a 10 old for one new basis.
The Company has applied for a waiver from the Exchanges minimum price requirements pursuant to TSX Venture Exchange Corporate Finance Bulletin dated April 7, 2014. Waiver of the minimum price is at the discretion of the Exchange.
All securities issued pursuant to the Offering will be subject to statutory hold periods in accordance with applicable United States and Canadian securities laws. The securities offered have not been registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or any state securities laws and may not be offered or sold absent registration or compliance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
All references to currency are in Canadian dollars.
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. Please visit our website for a more detailed description of our business and services available at www.RYU.com/.
Forward-Looking Information:
This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of RYU. Forward-looking information is based on certain key expectations and assumptions made by the management of RYU. Although RYU believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because RYU can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release and include that (a) that the Company will complete the private placement, (b) the use of proceeds from the private placement. RYU disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
THE TSX VENTURE EXCHANGE AND ITS REGULATORY SERVICES PROVIDER HAVE NOT REVIEWED AND DO NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
For further information:
Contact: Anna Brazier
Investor Relations
1-844-535-2880
investors(at)ryu.com
www.ryu.com
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Datum: 21.11.2019 - 07:40 Uhr
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