BTV BlueRush Inc

BlueRush Inc. (“BlueRush” or ‎‎the “Company”) (TSXV:BTV; OTCQB:BTVRF), an emerging personalized video creation Software as a Service company, is pleased to announce that, to date, it has received irrevocable subscription agreements for a total of US$2,898,995.15 of convertible debenture units (the "Convertible Debenture Units") for the non-brokered private placement (the "Offering") disclosed by the Company on June 6, 2022. Closing of the Offering, which remains subject to satisfying certain requirements of, and requires the approval of, the TSX Venture Exchange (the “Exchange”), is anticipated to occur over the next few weeks.

The Offering consists of ‎up to 5,000 Convertible Debenture Units at a price ‎of ‎US$1,000 (C$1,000) per Convertible Debenture Unit, for aggregate gross proceeds of up to ‎‎US$5,000,000 ‎‎(C$6,289,500), with each Convertible Debenture Unit consisting of US$1,000 ‎(C$1,000) principal ‎amount of ‎‎a 10.0% unsecured convertible debenture (the “Convertible Debentures”) and ‎‎12,500 (10,000 per Convertible Debenture Unit purchased for C$1,000 per Convertible ‎Debenture Unit) common share purchase warrants (the “Warrants”) of the Company, with each Warrant ‎entitling the holder thereof to acquire one ‎additional Common Share ‎at a price of US$0.075 ‎‎(C$0.094) ‎per share ‎until the date that is 48 months from the closing of the Offering.‎

Each Convertible Debenture shall mature on the date which is 48 months from the closing of the Offering and will be convertible into common shares of the Company ‎‎("Common Shares") at a conversion price of US$0.04 (C$0.05) per Common Share, subject to increase to US$0.08 (C$0.10) per Common Share after 12 months in the event ‎the Company does not complete a consolidation (the “Consolidation”) of its Common Shares on the basis of one ‎‎(1) ‎post-Consolidation Common Share for a minimum of two (2) pre-Consolidation Common ‎Shares, ‎or such greater number of pre-Consolidation shares as may be ‎determined by the board of ‎directors of the Company or as may be required to obtain approval of ‎the Offering and the ‎Consolidation from the Exchange, within six months of closing of the Offering. Accordingly, subsequent to closing of the Offering, the Company intends on calling a special shareholders’ meeting seeking shareholder approval for the Consolidation. Additional information relating to the proposed Consolidation will be included in a management information circular of the Company which will be available on SEDAR at www.sedar.com.

In addition, the Company may force the conversion of the Convertible Debentures in the event the Company is current with its securities and Exchange filing requirements, and (i) the volume weighted average price of the Common Shares on the Exchange is greater than US$0.15 for any twenty (20) ‎consecutive trading days, or (ii) the Company is uplisted in the United States. Holders converting their Convertible Debentures will receive accrued and unpaid ‎interest thereon for the period from and including the date of the latest interest payment date to, and including, the date of conversion. Interest on the principal amount of the Convertible Debentures will be paid on June 30 of each year commencing on June 30, 2023. In addition, the principal amount of the Convertible Debentures may be redeemed by the Company at any time upon payment of a 25% prepayment penalty and subject to a maximum per annum interest return of 24% (including, without limitation, interest and the prepayment penalty).

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

In connection with the Offering, the Company will pay participating registered dealers a cash commission equal to 8.0% of the ‎‎aggregate gross proceeds of the Offering from investors procured by such dealers. In ‎‎addition, registered dealers will receive non-transferable warrants (the “Broker Warrants”) exercisable at US$0.04 or C$0.05, as applicable, at any ‎‎time prior to the date that is 48 months from the closing to acquire that number of ‎‎Common Shares equal to 15.0% of the number of Common Shares issuable under Convertible Debentures placed by such dealer pursuant to the Offering. ‎‎In addition, the Company shall pay registered dealers a fee equal to 2.0% of the aggregate amount converted by a referred subscriber, if applicable, and a fee equal to 3.0% of the aggregate exercise price of Warrants exercised by a referred subscriber, if applicable.

The Offering is to be issued in the United States pursuant to available exemptions from the registration ‎‎requirements under the United States Securities Act of ‎‎1933, as amended (the "1933 ‎Act"), and in the provinces of Canada, and such other jurisdictions as may be determined by the Company, by way of private placement ‎exemptions from prospectus requirements, subject to the receipt of necessary regulatory ‎approvals.‎

The Convertible Debentures and Warrants forming part of the Convertible Debenture ‎Units, and any securities issuable upon conversion or exercise thereof, will be subject to a ‎statutory hold period of four months and one day from the date of issuance of the ‎Convertible Debenture 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 Exchange on or before September 7, 2022.‎

This press release does not constitute an offer to sell or the solicitation of an offer to buy ‎any securities in any jurisdiction. Neither the Convertible Debentures nor the Warrants ‎being offered, nor the Common Shares issuable upon the conversion or exchange thereof, ‎have been or will be registered under the 1933 Act or state securities laws. Accordingly, ‎the Convertible Debenture Units may not be offered or sold to U.S. persons except ‎pursuant to applicable exemptions from the registration requirements of the 1933 Act ‎and applicable state securities laws is available.‎

About BlueRushBlueRush 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; completion and timing of the Consolidation and a shareholders’ meeting; and the receipt of all approvals of the Exchange 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