Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

RYU Apparel Inc. Capital/Financing Update 2022

Dec 1, 2022

47270_rns_2022-12-01_ae9e82d4-69d2-4498-8d2a-39d4b8eecbb8.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

Form 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company: RYU Apparel Inc. (the “ Company ”) 1745 West 4th Avenue Vancouver, BC V6J 1M2 Item 2. Date of Material Change December 1, 2022 Item 3. News Release:

The news release was disseminated through Newsfile Corp. on December 1, 2022.

Item 4. Summary of Material Change:

The Company announced that further to its news release dated December 1, 2022, it has received acceptance from the TSX Venture Exchange (the “ TSXV ”) to extend the expiry date of 13,709,612 common share purchase warrants (the “ Warrants ”), issued by the Company in connection with a private placement financing that closed on December 22, 2020, from December 22, 2022, to December 22, 2025. In all other respects, the terms of the Warrants will remain unchanged. No other terms of the Warrants are to be amended and the exercise price remains at $0.08.

Item 5. Full Description of Material Change:

  • 5.1 Full Description of Material Change

The Company announced that further to its news release dated December 1, 2022, it has received acceptance from the TSXV to extend the expiry date of 13,709,612 Warrants, issued by the Company in connection with a private placement financing that closed on December 22, 2020, from December 22, 2022 to December 22, 2025. In all other respects, the terms of the Warrants will remain unchanged. No other terms of the Warrants are to be amended and the exercise price remains at $0.08.

Certain of the Warrants are held by parties who are considered to be “related parties” of the Company (such warrants, the “Related Party Warrants”) . Therefore, the amendment of the Related Party Warrants constitutes a “related party transaction” as contemplated by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, and TSXV Policy 5.9 - Protection of Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines can be relied upon because neither the fair market value of the Related Party Warrants nor the fair market value of the consideration paid for the Related Party Warrants exceeds 25% of the market capitalization of the Company. A material change

2

report in respect of this related party transaction will be filed by the Company. The extension of the Warrants would only be effective upon TSXV approval and receipt of the requisite confirmation from the holders of the Warrants.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on Subsection 7.12(2) of National Instrument 51-102:

Not applicable.

Item 7. Omitted Information

No material facts have been omitted from this Material Change Report.

Item 8. Executive Officer

For further information, contact: Cesare Fazari, Chief Executive Officer of the Company 416-434-5750

Item 9. Date of Report

December 1, 2022