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Classified in: Business, Covid-19 virus
Subject: FINANCING AGREEMENTS

BlueRush Announces Proposed Non-Brokered Private Placement


NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, June 18, 2024 (GLOBE NEWSWIRE) -- BlueRush Inc. ("BlueRush" or the "Company") ???(TSXV:BTV; ?OTCQB:BTVRF), ?a personalized video Software as a Service ("SaaS") company, announced today a proposed 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"). Each Unit shall consist 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 debentures (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.

The net proceeds of the Offering will be used by the Company for working capital and to address certain aged payables. Except for salaries paid in the ordinary course, none of the proceeds will be used for payments to Non-Arm's Length Parties (as such term is defined by the TSX Venture Exchange (the "TSXV")) of the Company. In addition, the Company will not use more than 10% of the proceeds towards Investor Relations Activities (as such term is defined by the TSXV).

In connection with the issue and sale of the Units pursuant to the Offering, the Company may pay registered dealers ?and finders a cash commission equal to 8% of the aggregate gross proceeds under the Offering.

All securities issued pursuant to the Offering will be subject to a four-month hold period pursuant to securities laws and the policies of the TSXV.? Closing of the Offering is subject to, amongst other things, prior approval of the TSXV.

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 Taylor
Chief Executive Officer
BlueRush Inc.?
Tel: 416-457-9391?
Email: [email protected]

Kendra Borutski
Director of Marketing
BlueRush Inc.?
Email: [email protected]

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; the closing of the Offering; and the use of the proceeds 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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