BLUERUSH Media Group Corp.
TSX VENTURE : BTV

October 20, 2017 09:13 ET

BLUERUSH Announces the Closing of Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwired - Oct. 20, 2017) - BLUERUSH Media Group Corp. (the "Company") (TSX VENTURE:BTV) is pleased to announce it has closed its previously announced non-brokered private placement of units. The Company raised gross proceeds of $1,300,000 through the issuance of (i) 19,999,992 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 until October 19, 2019, and (ii) 4,444,441 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 until October 19, 2019. All securities issued pursuant to the financing are subject to a four-month hold period.

The net proceeds will be used by the Company to further accelerate the transition into a Software as a Service (SaaS) company and for working capital. Including the issuance of shares detailed in this news release, there are currently 57,037,433 common shares of the Company issued and outstanding.

Larry Lubin, CEO of the Company said, "This financing will allow us to ramp up our sales and R&D efforts as we continue on our path toward a recurring revenue model. The investors in the private placement are highly strategic and bring decades of experience in high growth technology companies. They will be a valuable asset to us going forward."

As previously announced, Round 13 Capital Founders Fund, L.P. ("Round 13") subscribed for $750,000 of the financing and now owns and controls, directly or indirectly, approximately 25% of the issued and outstanding common shares of the Company. In addition, 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 has the right to nominate one nominee to serve as a director of the Company and the Company will 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 will nominate the nominee for election as director of the Company at each subsequent annual meeting of shareholders and the Company will use its commercially reasonable efforts (subject to fiduciary obligations) to ensure that the nominee is elected as a director of the Company. The Company anticipates the nomination by Round 13 to occur shortly.

The financing was conditionally approved by the TSX Venture Exchange (the "TSXV") and the creation of a new "control person" was approved by shareholders by written consent of shareholders holding more than 50% of all issued and outstanding shares of the Company.

As previously announced, the Company has also received a subscription from Mr. Steve Taylor, a newly appointed director of the Company, for $250,000. Such subscription was a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction was 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 transaction was 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.

The common shares acquired by Mr Taylor represent 8.2% of the currently issued and outstanding common shares of the Company.

Immediately before the financing, Mr. Taylor held, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 155,000 common shares, representing 0.48% of all of the issued and outstanding common shares of the Company.

Immediately after the financing, Mr. Taylor held, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 4,855,853 common shares and warrants exercisable for 4,700,853 common shares of the Company, representing 8.5% of all of the issued and outstanding common shares of the Company on a non-diluted basis and representing 15.5% of all of the issued and outstanding common shares of the Company assuming full exercise of Mr. Taylor's warrants.

The common shares were acquired for investment purposes. Mr. Taylor may increase or reduce his investment in the Company according to market conditions or other relevant factors.

The foregoing disclosure regarding Mr. Taylor's holdings 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 report to be filed with Canadian securities regulators in connection with the acquisition of these securities can be obtained upon its filing under the Company's profile on the SEDAR website (www.SEDAR.com) or by contacting the Mr. Taylor at steve.taylor@bluerush.com.

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, final TSXV approval of the financing and the proposed addition of a new board member appointed by Round 13, 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: final TSXV approval of the financing and of 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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