Toronto, Ontario — February 12, 2021 — BlueRush Inc. (“BlueRush” or the “Company”) (TSX-V: BTV), an emerging personalized video Software as a Service company, is pleased to announce the completion of its previously announced non-brokered private placement financing the (the “Offering”). Including the final tranches, the Company has raised gross proceeds of $5 million through the issuance of 47,619,046 units (a “Unit” or “Units”) of the Company at $0.105 per Unit. Each Unit consists of (i) one (1) common share of the Company, and (ii) one (1) transferable common share purchase warrant. Each warrant entitles the holder thereof to acquire one additional common share of the Company at a price of $0.18 per share until the date that is thirty-six (36) months. The expiry of the warrants may be accelerated by the Company at any time following the four (4) month anniversary of the issuance of the warrant and prior to the expiry date of the warrants if the volume weighted average price of the common shares of the Company on the TSX Venture Exchange (the “Exchange”) is greater than $0.22 for any twenty (20) consecutive trading days, at which time the Company may, within ten (10) business days, accelerate the expiry date of the warrants by issuing a press release announcing the reduced warrant term whereupon the warrants will expire on the 20th calendar day after the date of such press release.
In connection with the Offering, the Company paid registered dealers and finders (i) an aggregate cash commission of $375,370, and (ii) non-transferable compensation options to purchase 3,574,952 common shares of the Company at an exercise price of $0.105 per share for a period of thirty-six (36) months.
Two officers of the Company participated in the Offering for an aggregate amount of $19,425 for 185,000 Units. The Interim CFO was one of the officers who participated in the Offering accordingly such transaction is a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61- 101”). The transaction is exempt from the formal valuation requirements of MI 61-101 since none of the securities of the Company are listed on a stock exchange specified in section 5.5(b) thereof. The transaction is exempt from the minority shareholder approval requirements of MI 61-101 since, at the time the transaction was agreed to, neither the fair market value of the transaction nor the fair market value of the consideration for the transaction, insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization.
Including the issuance of shares detailed herein, there are now 162,770,711 common shares of the Company issued and outstanding. All securities issued pursuant to the Offering are subject to a four- month hold.
BlueRush develops and markets IndiVideoTM, a disruptive, award-winning interactive personalized video platform that drives return on investment throughout the customer lifecycle, from increased conversions to more engaging statements and customer care. IndiVideo enables BlueRush clients to capture knowledge and data from their customers’ video interaction, creating new and compelling data driven customer insights. For more information visit www.bluerush.com.
Certain statements contained in this press release may constitute “forward-looking information” as such term is defined in applicable Canadian securities legislation. The words “may”, “would”, “could”, “should”, “potential”, “will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions as they relate to the Company, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company’s current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions, including, final approval of the TSX Venture Exchange. Material factors or assumptions were applied in providing forward- looking information. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include, without limitation: changes in law; the ability to implement business strategies and pursue business opportunities; state of the capital markets; the availability of funds and resources to pursue operations; a novel business model; dependence on key suppliers and local partners; competition; the outcome and cost of any litigation; general economic, market and business conditions; and risks related to COVID-19 including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession; as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
For further information please contact:
Steve Taylor, CEO
Tel: 416-457-9391 firstname.lastname@example.org
Ankur Gupta, Interim CFO Tel: 416-203-0618 email@example.com
Neither 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.