TORONTO, Aug. 10,
2022 /CNW/ - BlueRush Inc. ("BlueRush" or
the "Company") (TSXV: BTV) (OTCQB: BTVRF), an emerging
personalized video creation Software as a Service company, is
pleased to announce the completion of its previously announced
non-brokered private placement financing (the "Offering")
of convertible debenture units (the "Convertible Debenture
Units"). Pursuant to the Offering, the Company raised gross
proceeds of US$3,023,995 through the
issuance of Convertible Debenture Units consisting of 10.0%
unsecured convertible debentures (the "Convertible
Debentures") for an aggregate principal amount of US$3,023,995 and an aggregate of 37,812,500
common share purchase warrants (the "Warrants"). The Company
intends to use the net proceeds from the Offering for general
working capital.
As previously announced, the Company intends to call a special
shareholders' meeting to seek shareholder approval for a
consolidation (the "Consolidation") of its common shares
("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 Common Shares as may be determined by the board
of directors of the Company or as may be required to obtain final
approval of the Offering and the Consolidation from the TSX
Venture Exchange (the "Exchange"). 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.
Pursuant to the Offering, Glidepath Auxo LLC
("Glidepath") of Denver,
Colorado, a special purpose investment entity controlled by
Mark Soane and Daniel Hoskins, subscribed for an aggregate of
US$1,725,000 of Convertible Debenture
Units (which, prior to effecting the Consolidation, would result in
the issuance of 43,125,000 Common Shares upon conversion of the
Convertible Debentures (without taking into account applicable
interest thereon) and 21,562,500 Common Shares upon the due
exercise of the Warrants), resulting in Glidepath holding, on a
partially diluted basis (including the conversion/exercise of all
Convertible Debentures and Warrants issued under the Offering to
Glidepath and other subscribers), 22.8% of the issued and
outstanding Common Shares. Accordingly, as required by the
Exchange, the Company received written approval from its
shareholders representing 54.1% of all issued and outstanding
shares of the Company for the subscription by Glidepath.
In connection with the Offering, the Company paid a registered
dealer a cash commission of US$229,200 and issued them 10,743,750
non-transferable Warrants with each such Warrant entitling the
holder thereof to acquire one Common Share at a price of
US$0.04 per share until the date
that is 48 months from the closing of the Offering. In addition,
the Company has agreed to pay the dealer a fee equal to 2.0% of the
aggregate amount of Convertible Debentures converted by subscribers
it referred, if applicable, and a fee equal to 3.0% of the
aggregate exercise price of Warrants exercised by subscribers it
referred, if applicable.
The Convertible Debentures and the 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 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.
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 news 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 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 the 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 news release is made as of the date of this news
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.
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SOURCE BlueRush Inc.