RYU Apparel Inc. announced a non-brokered private placement of up to 7,500 convertible debenture units at a price of CAD 1,000 per debenture unit for aggregate gross proceeds of up to CAD 7,500,000 on October 20, 2021. Each debenture unit will consist of a CAD 1,000 principal amount three-year 8% unsecured debenture and 2,000 transferrable common share purchase warrants with each Warrant entitling the holder to acquire an additional common share at a price of CAD 0.10 per warrant share for a period of 3 years from the closing of the transaction, subject to an acceleration provision. The debentures will bear simple interest at the rate of 8% per annum, payable annually until the earlier of the maturity date or the date of any conversion thereof. The principal amount of the debentures will mature on the date that is 3 years from the closing date. Provided that the debenture is outstanding and that the holder has not received a repayment notice, all but not less than all of the principal amount may be converted at the option of the holder into common shares at the conversion price of CAD 0.15 subject to adjustment for standard corporate alterations. The transaction may include participation from Cesare Fazari, the chief executive officer of the company, together with other insiders of the company subscribing for approximately CAD 2,500,000 of debenture units in the transaction. Closing of the transaction remains subject to the acceptance of the exchange. The debentures and the warrants will be subject to a statutory hold period expiring on the date that is four months and one day after closing date.