News Release – Vancouver, B.C. –June 7, 2023 – TUT Fitness Group Inc. (“TUT” or the “Company”) (TSX.V:GYM) is pleased to announce a private placement of up to 22,222,222 units (the “Units”) at a price of $0.045 per Unit for gross proceeds of up to $1,000,000 (the “Private Placement”). Each Unit is comprised of one common share and one-half of common share purchase warrant (the “Warrant”) having an exercise price of $0.08 per Warrant and a term of 24 months from the date of closing of the Private Placement.
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 approval and all securities issued will be subject to a four-month hold period.
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
This news release includes certain forward-looking statements and forward-looking information (collectively, “forward-looking statements“) within the meaning of applicable Canadian securities legislation including the proposed Private Placement and use of proceeds. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Forward-looking information in this news release includes statements concerning the Company’s general business plans. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors that could materially affect such forward-looking information are described in the risk factors in the Final Prospectus, and the schedules attached thereto, that are available on the Company’s profile on SEDAR at www.sedar.com.
Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable law.
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.