BTV BlueRush Inc

BlueRush Inc. (“BlueRush” or ‎‎the “Company”) (TSXV:BTV; OTCQB: BTVRF), an emerging personalized video creation Software as a Service ("SaaS") company, is pleased to announce that it has entered into an agreement with a U.S. registered securities broker dealer‎ ‎‎(the “Placement Agent”), ‎pursuant to which the Company will issue on a private placement basis (the "Offering") ‎up to 100,000,000 units of the Company (the "Units") at a price ‎of US$0.05 per Unit, for aggregate gross proceeds of up to US‎‎$5,000,000. Each Unit shall consist of (i) one (1) common share of the‎ ‎Company (the “Common Shares”), and (ii) one-half (1/2) of one transferable ‎Common Share purchase warrant (the “Warrants”). Each whole Warrant shall ‎‎entitle the holder thereof to acquire one ‎additional Common Share ‎at a price of US$0.075 ‎per share ‎until the date that is forty-eight ‎‎(48) months from the closing (the “Closing”).‎ The expiry date of the Warrants may be accelerated by the ‎Company if (i) the volume weighted average price of the ‎shares on the TSX Venture Exchange (the “TSXV”) is greater ‎‎than US$0.20 for any twenty (20) ‎consecutive trading days (the ‎‎“Acceleration ‎‎Event”)‎, and (ii) one of the following events is ‎true: (A) the volume averages 250,000 shares a day during ‎that period, (B) the Company is uplisted in the U.S., (C) the ‎Common Shares underlying the Warrants are registered under the United States Securities Act of ‎‎1933, as amended (the "1933 ‎Act"), or ‎‎(D) the Common Shares trade at US$3.00 per share or higher for ‎twenty consecutive days (provided a reverse split of not ‎more than 1 for 15 has been completed), at which time the ‎Company may, within ten (10) ‎‎business days of the ‎Acceleration ‎Event, accelerate the ‎expiry date of the ‎Warrants by issuing a press ‎release announcing the reduced ‎‎warrant term whereupon the Warrants will ‎‎expire on the 60th ‎calendar day after the date of such press ‎release.

‎In addition, the ‎Company has granted the Placement Agent an option to increase the Offering by an additional US$1,000,000 for an additional 20,000,000 Units to cover over-allotments.‎

The Company intends to use the net proceeds from the Offering for general working capital.‎

In connection with the Offering, the Placement Agent will receive a cash commission equal to 10.0% of the ‎‎aggregate gross proceeds of the Offering. In ‎‎addition, the Placement Agent will receive non-transferable warrants (the "Placement Agent’s Warrants") exercisable at any ‎‎time prior to the date that is 60 months from the Closing to acquire that number of ‎‎Common Shares equal to 10.0% of the number of Units issued pursuant to the Offering. The cash commission and Placement Agent’s Warrants shall be reduced to 5.0% for subscribers identified on the Company’s president’s list (the “President’s List Subscribers”). ‎‎In addition, the Company shall pay the Placement Agent a fee equal to 3.0% of the aggregate exercise price of exercised ‎Warrants (excluding President’s List Subscribers), if applicable.

The Offering is to be made in the United States pursuant to available exemptions from the registration ‎‎requirements under the 1933 ‎Act,‎ and such other jurisdictions (including in the provinces of Canada) as may be agreed to by the Company and the Placement Agent, by way of private placement ‎exemptions from applicable prospectus and registration requirements, subject to the receipt of necessary regulatory ‎approvals.‎

The Common Shares and Warrants forming part of the ‎Units, and any Common Shares issuable upon exercise of Warrants, will be subject to a ‎statutory hold period of four months and one day from the date of issuance of the ‎Units. The Offering is subject to certain conditions including, but ‎not limited to, the receipt of all necessary regulatory and stock exchange approvals, ‎including the approval of the TSXV.

The securities referred to in this news release have not been, nor will they be, registered under the ‎‎1933 Act, 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 any 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.‎

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.

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: statements with respect to the Offering; the Company’s use of the net proceeds of the Offering; and the receipt of all approvals of the TSXV in connection therewith; 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. 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; the general impact of COVID-19 pandemic, as well as general economic, market and business conditions, 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.

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.

For further information:

Steve Taylor, CEOTel: 416-457-9391steve.taylor@bluerush.com