/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, June 6, 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 that it
intends to complete a proposed non-brokered private placement (the
"Offering") up to 5,000 convertible debenture units (the
"Convertible Debenture Units") at a price of US$1,000 per Convertible Debenture Unit, for
aggregate gross proceeds of up to US$5,000,000. Each Convertible
Debenture Unit will consist of US$1,000 principal amount of a 10.0% unsecured
convertible debenture (the "Convertible Debentures")
and 12,500 common share purchase warrants (the "Warrants")
of the Company.
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 per
Common Share (the "Conversion Price"). Each 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 of the Offering.
The Company may force the conversion of the Convertible
Debentures in the event (i) the volume weighted average price of
the Common Shares on the TSX Venture Exchange (the "TSXV")
is greater than US$0.15 for any
twenty (20) consecutive trading days, (ii) the Company is
uplisted in the U.S., and (iii) the Company is current with its
securities and TSXV filing requirements. 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).
Subscribers, including Canadians, may subscribe in Canadian
dollars. In the event, the entire Offering is completed in Canadian
dollars the Offering would be at C$0.05 per Convertible Debenture Unit, for
aggregate gross proceeds of up to C$6,289,500 with each
Convertible Debenture convertible at C$0.05 and each whole Warrant exercisable at
C$0.094 per share.
As a condition to receiving TSXV approval for the Offering,
within six months of closing of the Offering, the Company will be
required, and intends, to consolidate the Common Shares on the
basis of one (1) post-consolidation Common Share for a minimum of
two (2) pre-consolidation Common Shares (the
"Consolidation"), or such greater number of
pre-consolidation shares as may be determined by the board of
directors or may be required to obtain approval of the Offering and
the Consolidation from the TSXV. 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 the event the Consolidation does not occur on or before the
date that is six months from the closing of the Offering, the
Conversion Price will be increased to US$0.08 (C$0.10) on
the date that is 24 months from the closing of the Offering.
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. 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 TSXV.
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 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; completion and timing of the Consolidation and a
shareholders' meeting; 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.
SOURCE BlueRush Inc.