BlueRush Inc. (“
BlueRush” or the
“
Company”) (TSXV:BTV; OTCQB:BTVRF), a
personalized video Software as a Service (SaaS) company, announced
today the initial closing (the “
Initial Closing”)
of its non-brokered private placement financing pursuant to which
BlueRush proposes to raise gross proceeds of up to $1,020,000
through the issuance of up to 68 units (a “
Unit”
or “
Units”) of the Company at $15,000 per Unit
(the “
Offering”), originally announced by the
Company on June 18, 2024.
Pursuant to the Initial Closing, the Company has
issued 60 Units for gross proceeds of $900,000.
The Company received an aggregate of $600,000
from Round 13 Capital Inc. (“R13 Capital”) for 6
Units and Round 13 Founders Fund SPV, L.P. (“R13
FFSPV”) for 34 Units. Round 13 GP Inc. (“R13
GP”), the general partner of R13 FFSPV, is also the
general partner of Round 13 Capital Founders Fund, L.P.
(“R13 CFF”), which owned approximately 28% of the
issued and outstanding shares of BlueRush prior to the Initial
Closing. R13 Capital and R13 GP Inc. are both controlled and
directed by John Eckert (a director of BlueRush) and Bruce
Croxon.
In addition, the Company received $300,000 from
Glidepath Auxo, LLC (“Glidepath”) for 20 Units,
which is controlled and directed by Mark Soane (a director of
BlueRush) as one of the two managers of Glidepath.
Each Unit consists of (i) 500,000 common shares
of the Company (the “Common Shares”) at a deemed
price of $0.02 per Common Share, (ii) 500,000 transferable common
share purchase warrants, with each warrant entitling the holder
thereof to acquire one additional Common Share at a price of $0.05
per Common Share until the date that is 60 months from the
closing, and (iii) a $5,000 principal amount 10.0% unsecured
convertible debenture (the “Convertible
Debentures”) with each Convertible Debenture maturing on
the date which is 60 months from closing and convertible into
Common Shares at a conversion price of $0.05 per Common Share in
the first year and $0.10 per Common Share in years two to five.
No finders fees were paid in connection with the
subscriptions disclosed herein. All securities issued pursuant to
the Offering are subject to a four-month hold period.
The subscriptions by R13 FFSPV, R13 Capital and
Glidepath may each be deemed to be a “related party transaction” as
defined under Multilateral Instrument 61-101 (“MI
61-101”). The transactions are each exempt from the formal
valuation approval requirements of MI 61-101 since none of the
securities of the Company are listed on a prescribed stock
exchange. The transactions are exempt from the minority
shareholder approval requirements of MI 61-101 pursuant to 5.7(b)
of MI 61-101.
Early Warning Disclosure
Immediately prior to the Initial Closing,
Glidepath and Mr. Soane in aggregate held, directly or indirectly,
beneficial ownership of, or the power to exercise control or
direction over, 22,000 Common Shares, a US$1,725,000 principal
amount convertible debenture convertible into 8,625,000 Common
Shares, warrants exercisable for 4,312,500 Common Shares and
options exercisable for 150,000 Common Shares, representing 0.1% of
all of the issued and outstanding Common Shares on a non-diluted
basis and representing 27.0% of all of the issued and outstanding
Common Shares on a partially diluted basis.
Immediately after the Initial Closing, Glidepath
and Mr. Soane in aggregate held, directly or indirectly, beneficial
ownership of, or the power to exercise control or direction over,
10,022,000 Common Shares, a US$1,725,000 principal amount
convertible debenture convertible into 8,625,000 Common Shares, a
$100,000 principal amount convertible debenture convertible into
2,000,000 Common Shares, warrants exercisable for 14,312,500 Common
Shares and options exercisable for 150,000 Common Shares,
representing 15.3% of all of the issued and outstanding Common
Shares on a non-diluted basis and representing 38.7% of all of the
issued and outstanding Common Shares on a partially diluted
basis.
Immediately prior to the Initial Closing, R13 GP
(indirectly through R13 CFF) and Mr. Eckert in aggregate held,
directly or indirectly, beneficial ownership of, or the power to
exercise control or direction over, 9,902,930 Common Shares and
options exercisable for 600,000 Common Shares, representing 27.9%
of all of the issued and outstanding Common Shares on a non-diluted
basis and representing 29.1% of all of the issued and outstanding
Common Shares on a partially diluted basis. R13 Capital held no
securities of BlueRush prior to the Initial Closing.
Immediately after the Initial Closing, R13 GP
(indirectly through R13 CFF and R13FFSPV), R13 Capital and Mr.
Eckert in aggregate held, directly or indirectly, beneficial
ownership of, or the power to exercise control or direction over,
26,902,930 Common Shares, $200,000 principal amount convertible
debentures convertible into 4,000,000 Common Shares, warrants
exercisable for 20,000,000 Common Shares and options exercisable
for 600,000 Common Shares, representing 45.6% of all of the issued
and outstanding Common Shares on a non-diluted basis and
representing 60.5% of all of the issued and outstanding Common
Shares on a partially diluted basis.
The Units and underlying securities were
acquired for investment purposes. Glidepath and Mr. Soane, and R13
Capital, R13 CFF and Mr. Eckert, may increase or reduce their
investments in the Company according to market conditions or other
relevant factors.
The foregoing disclosure is being disseminated
pursuant to National Instrument 62-103 The Early Warning System and
Related Take-Over Bid and Insider Reporting Issues ("NI
62-103"). A copy of the reports to be filed with Canadian
securities regulators in connection with the acquisition of the
Units and underlying securities disclosed herein can be obtained
upon their filing under the Company's profile on the SEDAR+ website
(www.sedarplus.ca) or by contacting Glidepath/Mark Soane at
inquiries@glidepathpartners.com, and by contacting R13 GP/R13
Capital/John Eckert at contact@round13.com.
About BlueRush
BlueRush, through its wholly owned operating
subsidiary, builds and delivers products and services that engage
customers in the digital channels. BlueRush’s flagship product,
IndiVideo®, is 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 https://www.bluerush.com.
Steve TaylorChief Executive OfficerBlueRush
Inc.Tel: 416-457-9391Email: steve.taylor@bluerush.com
Kendra BorutskiDirector of MarketingBlueRush
Inc.Email: kendra.borutski@bluerush.com
Cautionary 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, including, without
limitation: the size of the Offering; and additional closings of
the Offering. 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.sedarplus.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.
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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