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BlueRush Inc., 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.
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.
