News Release – Vancouver, B.C. – July 21, 2023 – TUT Fitness Group Inc. (“TUT” or the “Company”) (TSX.V: GYM) is pleased to announce, further to its news release dated June 9, 2023, that it has closed the first tranche of the previously announced non-brokered private placement (the “Private Placement”) of units of the Company (the “Units”) at a price of $0.045 per Unit. At this closing, the Company issued 5,888,888 Units for gross proceeds of $265,000 (the “First Tranche”).
Each unit consists of one common share and one-half of common share purchase warrant, entitling the holder to purchase one additional common share at an exercise price of eight cents per share for a period of 24 months from the date of closing. All of the securities issued in connection with the closing of the private placement are subject to a statutory four-month hold expiring on Nov. 22, 2023.
In connection with the first tranche closing, the company paid one finder $1,750 in cash and 38,888 warrants as finder fees.
Three insiders of the company participated in the first tranche in the amount of $215,000. The transactions with the insiders of the company constitute a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on the exemptions under Section 5.5(a) and Section 5.7(1)(a) from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of the units issued to the related parties and the consideration paid by the related parties under the first tranche does not exceed 25 per cent of company’s market capitalization, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related-party transactions at least 21 days before the closing of the first tranche, as the details of the participation by related parties of the company were not settled until shortly prior to closing of the first tranche. The proceeds from the private placement will be used for research and development, operation, inventory, marketing, working capital, and general corporate purposes.
The private placement is subject to TSX Venture Exchange final approval.
The company intends to close the final tranche of the private placement in July or August, 2023.
ON BEHALF OF THE BOARD OF DIRECTORS OF
TUT Fitness Group Inc.
Robert Smith, CEO
The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements or information, which include the preferred affiliate sales program, TUT Fitness Group licensing its technology, expectations, and outcomes from the TUT Fitness Group’s patented technology, development of technologies, the expectations and expected outcomes with the advisors, the Company’s mission and goals, the benefits and expectations from the patents and overall IP portfolio, the expected customer demand for TUT Fitness Group’s products, increase in distribution and sales, global expansion, the updates to TUT products, future plans, regulatory approvals and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, security threats, and dependence on key personnel and including those other risks filed under the Company’s profile on SEDAR at www.sedar.com. Such statements and information are based on numerous
assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, equipment and technology failures, litigation, increase in operating costs, lack of demand for the Company’s products and services, the impact of COVID-19 or other viruses and diseases on the Company’s ability to operate, competition, failure of counterparties to perform their contractual obligations, exchange rate fluctuations, government regulations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forwardlooking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.