TORONTO, ONTARIO–(Marketwired – Oct. 20, 2017) –
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Round 13 Capital Founders Fund, L.P. (‘Round 13‘) announces that on October 19, 2017 it completed a transaction with Bluerush Media Group Corp. (‘Bluerush‘) pursuant to which Round 13 acquired direct ownership and control of 14,102,563 units of Bluerush (the ‘Units‘), such Units consisting of 14,102,563 common shares in the capital of Bluerush (the ‘Common Shares‘, and such purchased shares, the ‘Purchased Shares‘) and 14,102,563 Common Share purchase warrants (the ‘Warrants‘, and together with the Purchased Shares, the ‘Purchased Securities‘). 11,538,461 of the Units were purchased at a price of $0.05 per Unit and 2,564,102 of the Units were purchased at a price of $0.065 per Unit for a total aggregate purchase price of approximately $750,000. 11,538,461 of the Warrants (the ‘$0.05 Warrants‘) are exercisable at a price of $0.05 into one Common Share, and 2,564,102 of the Warrants (the ‘$0.0675 Warrants‘) are exercisable at a price of $0.0675 into one Common Share, in each case until October 19, 2019. The Purchased Securities were acquired as part of a private placement of securities of Bluerush (the ‘Private Placement‘).
Upon completion of the Private Placement, Round 13 directly owns and controls 14,102,563 Common Shares, representing approximately 24.73% of the issued and outstanding Common Shares. In addition, if Round 13 were to exercise all of the Warrants, it would obtain ownership and control over an additional 14,102,563 Common Shares, which when aggregated with the Purchased Shares, would total 28,205,126 Common Shares, representing approximately 39.65% of the issued and outstanding Common Shares on a partially diluted basis (i.e. assuming the exercise of only the Warrants).
In connection with the acquisition of the Purchased Securities, for as long as Round 13 owns or controls at least 3 1/3% of the issued and outstanding Common Shares, Round 13 shall have the right to nominate one member of the board of directors of Bluerush.
The Purchased Securities were acquired for investment purposes. Round 13 may, from time to time, take such actions in respect of its holdings in securities of Bluerush as it may deem appropriate, in light of the circumstances then existing, including the purchase of additional Common Shares or other securities of Bluerush or the disposition of all or a portion of Round 13’s securityholdings in Bluerush, subject in each case to applicable securities laws and the terms of such securities.
Round 13’s head office is located at 100 Broadview Ave Suite 300, Toronto, ON M4M 3H3.
Round 13 will file an early warning report pursuant to National Instrument 62-104 – Take-Over Bids and Issuer Bids on SEDAR (www.sedar.com) under Bluerush’s SEDAR profile.