Toronto, Ontario — February 1, 2021 — BlueRush Inc. (“BlueRush” or the “Company”) (TSX-V: BTV), an emerging personalized video Software as a Service company, is pleased to announce the first closing of its previously announced non-brokered private placement financing. Pursuant to this initial tranche the Company has raised gross proceeds of $3,898,675 through the issuance of 37,130,238 units of the Company at $0.105 per unit. The Company anticipates a second and final closing in the next 10 days.
The Company is also pleased to announce that 62.5% ($1,250,000) of the Company’s outstanding five year 10% unsecured convertible debentures (the “2018 Debentures”) issued by the Company in October 2018 agreed to convert at the conversion price ($0.105) of the 2018 Debentures, and 100% ($1,450,000) of the Company’s outstanding three year 10% unsecured convertible debentures issued by the Company in June/July 2020 agreed to convert at the conversion price ($0.06) of the debentures. Accordingly, the Company has issued 36,071,423 common shares pursuant to the conversions. In addition, the Company has issued warrants (the “Incentive Warrants”) to the holders of the 2018 Debentures that agreed to convert as an incentive for their conversion, exercisable for 5,952,378 common shares of the Company at a price of $0.18 per share until the date that is thirty-six (36) months from issuance, subject to acceleration.
Round13 Capital Founders Fund, L.P. (“Round13”), the Company’s largest shareholder, agreed to convert its 2018 Debentures and 2020 Debentures and as a result also received 3,571,428 of the Incentive Warrants. Accordingly the issuance of the Incentive Warrants to Round13 is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). In addition, Mr. John Eckert, an independent director of the Company, is a Managing Partner of Round13 Capital Inc., the general partner of Round13. 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 proposed transaction is exempt from the minority shareholder approval requirements of MI 61-101 since, at the time the transactions were 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 151,567,903 common shares of the Company issued and outstanding.
All securities issued pursuant to the private placement financing and the Incentive Warrants 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, including closing and timing of a second and final tranche of the financing, 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: receipt of subscription agreements and subscription proceeds; conditions for closing being satisfied or waived; 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.