BTV BlueRush Inc

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.‎