BlueRush Announces Completion of $5 Million Private Placement of Units
12 Februar 2021 - 2:00PM
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.
About BlueRush
BlueRush develops and markets IndiVideo™, 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,
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 |
Ankur Gupta,
Interim CFO |
Tel: 416-457-9391 |
Tel: 416-203-0618 |
steve.taylor@bluerush.com |
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.
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