NEWS RELEASES

BlueRush Announces Proposed Non-Brokered Private Placement And Proposed Issuance Of Warrants For Debenture Conversions

Toronto, Ontario — January 15, 2021 — BlueRush Inc. (“BlueRush” or the “Company”) (TSX-V: BTV), an emerging personalized video Software as a Service (“SaaS”) company, announced today a proposed non- brokered private placement financing pursuant to which BlueRush proposes to raise gross proceeds of a minimum of $2,000,000 and a maximum of $3,500,000 through the issuance of a minimum of 19,047,619 and a maximum of 28,571,428 units (a “Unit” or “Units”) of the Company at $0.105 per Unit (the “Offering”). Each Unit shall consist of (i) one (1) common share of the Company, and (ii) one (1) transferable common share purchase warrant. Each warrant shall entitle 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 from the closing.

The net proceeds of the Offering will be used by the Company to continue to accelerate growth of its subscription revenue, R&D and for working capital.

In connection with the issue and sale of the Units pursuant to the Offering, the Company will pay registered dealers and finders (i) a cash commission equal to 8% of the aggregate gross proceeds under the Offering, and (ii) non-transferable compensation options to purchase that number of common shares as is equal to 8% of the number of Units sold under the Offering, at an exercise price of $0.105 per share exercisable for a period of thirty-six (36) months from the closing.

Concurrently with the Offering, and as a condition to closing of the Offering, a minimum of 50% ($1,000,000) of the Company’s outstanding five year 10% unsecured convertible debentures (the “2018 Debentures”) issued by the Company in October 2018 must agree to convert at the conversion price ($0.105) of the 2018 Debentures, and a minimum of 90% ($1,305,000) of the Company’s outstanding three year 10% unsecured convertible debentures issued by the Company in June/July 2020 must agree to convert at the conversion price ($0.06) of the debentures. As an incentive for holders of the 2018 Debentures to convert now, the Company is offering them (the “Conversion Offer”) one-half of one warrant (the “Debt Warrants”) for each share issued upon conversion, with each whole Debt Warrant entitling 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 from issuance. The Conversion Offer will be open for acceptance by the holders of the 2018 Debentures until the close of business on January 18, 2021. The Conversion Offer is not subject to any minimum subscription level, and may or may not be accepted by any or all of the holders of the 2018 Debentures.

All securities issued pursuant to the Offering and the Debt Warrants will be subject to a four-month hold period. Closing of both transactions are subject to, amongst other things, prior approval of the TSX Venture Exchange.

About BlueRush

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.

Forward-Looking Statements

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 of the Offering and the debt conversions, 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 of the Offering being satisfied or waived; approval of the directors of the Company and approval of the 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 steve.taylor@bluerush.com

Ankur Gupta, Interim CFO Tel: 416-203-0618 ankur.gupta@bluerush.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.

test //