RYU Apparel Inc.
TSX VENTURE : RYU

RYU Apparel Inc.

September 01, 2015 19:57 ET

RYU Apparel Announces Bridge Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 1, 2015) - RYU Apparel Inc. (TSX VENTURE:RYU), a global, athletic tech-style apparel brand engineered for the fitness, training and performance of the multi-discipline athlete, is pleased to announce a bridge financing of convertible notes (the "Notes") for gross proceeds of $600,000 that will bear interest at the rate of 10% per annum with a maturity of 90 days after the issuance of the Note. The principal amount of the Note may be convertible, at the option of the holders thereof, into common shares of the Company (each, a "Share") at a conversion price of the greater of: (i) $0.40 per Share; and (ii) a 20% discount to the closing price on the TSX Venture Exchange on the prior business day before delivery of the notice of conversion.

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. Any participation by insiders in the offering will be a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") but will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 provided that neither the fair market value of the subject matter of the transaction nor the consideration paid will exceed 25% of the Company's market capitalization.

Proceeds of the financing are anticipated to be used for general working capital.

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 press 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

About RYU

RYU Apparel Inc. is a global, athletic tech-style apparel 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
Tel: 604-235-2880

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.

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 a private placement 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 private placement at all or on the terms announced; or (iii) the TSX Venture Exchange not approving the private placement. 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.

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