BLUERUSH Media Group Corp.
TSX VENTURE : BTV

October 02, 2017 17:30 ET

BLUERUSH Announces Increase in Proposed Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwired - Oct. 2, 2017) - BLUERUSH Media Group Corp. (the "Company") (TSX VENTURE:BTV) announced today it has increased the amount proposed to be raised pursuant to its previously announced non-brokered private placement of units. The Company proposes to raise gross proceeds of approximately $1,300,000 through the issuance of approximately (i) 20,000,000 common share units at a price of $0.05 per unit, with each unit consisting of one common share of the Company and one common share purchase warrant with each warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of $0.05 per share for a period of 24 months following the closing of the financing, and (ii) 4,444,444 common share units at a price of $0.0675 per unit, with each unit consisting of one common share of the Company and one common share purchase warrant with each warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of $0.0675 per share for a period of 24 months following the closing of the financing.

The Company anticipates that Round 13 Capital Founders Fund, L.P. ("Round 13") will subscribe for $750,000 (11,538,461 units at $0.05 and 2,564,102 units at $0.0675) and would, upon closing of the financing, own and control, directly or indirectly, approximately 25% of the issued and outstanding common shares of the Company (40% in the event Round 13 exercised all of its warrants underlying the units). In addition, subject to the completion of the financing, and for as long as Round 13 owns or control at least 3.33% of the issued and outstanding common shares of the Company, (a) Round 13 would have the right to nominate one nominee to serve as a director of the Company and the Company would appoint such nominee to the board of directors of the Company upon his or her nomination by Round 13, and (b) management of the Company would nominate the nominee for election as director of the Company at each annual meeting of shareholders held after the closing of the financing and the Company would use its commercially reasonable efforts (subject to fiduciary obligations) to ensure that the nominee is elected as a director of the Company.

The financing, and creation of a new "control person", is subject to the approval of the TSX Venture Exchange (the "TSXV"). Pursuant to the policies of the TSXV, the Company intends to seek shareholder approval for the creation of a new control person by written consent of shareholders holding more than 50% of all issued and outstanding shares of the Company.

All securities issued pursuant to the financing will be subject to a four-month hold period. The Company anticipates closing shortly, subject to the receipt of all necessary approvals.

In addition, the Company has also received a subscription from Mr. Steve Taylor, a newly appointed director of the Company, for $250,000 (3,846,153 units at $0.05 and 854,700 units at $0.0675). Such subscription is a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation requirements of MI 61-101 as none of the securities of the Company are listed on a prescribed stock exchange. The proposed transaction is exempt from the minority shareholder approval requirements of MI 61-101 as, at the time the transaction was agreed to, neither the fair market value of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of the Company's market capitalization.

About BLUERUSH Media Group Corp.

The Company, through its wholly owned subsidiary, BLUERUSH Digital Media Corp., offers a SaaS-based marketing and sales enablement platform that enables organizations to achieve greater engagement with their customers. Its flagship product, DIGITAL REACH, provides personalization, distribution and tracking of content to ensure control over what content is distributed to whom. BLUERUSH recently launched INDIVIDEOTM, a highly scalable personalized video platform to provide AI-driven video content in an easy to understand, entertaining, and compelling manner. The Company's suite of products is proven to improve marketing and sales performance and, generate greater client satisfaction and loyalty. The Company is publicly listed on the TSXV trading under the symbol "BTV".

Forward-Looking Statements

Certain statements contained in this press release 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, the closing of the financing and TSXV approval of the financing, 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, including: the Company receiving and accepting subscriptions for units and the TSXV approval of the financing and board changes. 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; 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. The Company's results and forward-looking information and calculations may be affected by fluctuations in exchange rates.

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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