BlueRush Inc. announced a non-brokered private placement of up to 5,000 convertible debenture units at a price of $1,000 per convertible debenture unit for aggregate gross proceeds of up to $5,000,000 on June 6, 2022. Each convertible debenture unit will consist of $1,000 principal amount of a 10% unsecured convertible debenture and 12,500 common share purchase warrants of the company. Each convertible debenture shall mature on the date which is 48 months from the closing of the offering and will be convertible into common shares of the company at a conversion price of $0.04 per common share.

Each warrant shall entitle the holder thereof to acquire one additional common share at a price of $0.075 per share until the date that is forty-eight (48) months from the closing of the offering. In the event the consolidation does not occur on or before the date that is six months from the closing of the offering, the conversion price will be increased to $0.08 on the date that is 24 months from the closing of the offering. In connection with the offering, the company will pay participating registered dealers a cash commission equal to 8.0% of the aggregate gross proceeds of the offering.

In addition, registered dealers will receive non-transferable warrants exercisable at $0.04, as applicable, at any time prior to the date that is 48 months from the closing to acquire that number of common shares equal to 15% of the number of common shares issuable under convertible debentures placed by such dealer pursuant to the offering. Interest on the principal amount of the convertible debentures will be paid on June 30 of each year commencing on June 30, 2023. In addition, the principal amount of the convertible debentures may be redeemed by the company at any time upon payment of a 25% prepayment penalty and subject to a maximum per annum interest return of 24%.

In addition, the company shall pay registered dealers a fee equal to 2% of the aggregate amount converted by a referred subscriber, if applicable, and a fee equal to 3% of the aggregate exercise price of warrants exercised by a referred subscriber, if applicable. The offering is to be issued in the United States pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933 as amended and in the provinces of Canada, and such other jurisdictions as may be determined by the company, by way of private placement exemptions from prospectus requirements, subject to the receipt of necessary regulatory approvals. The convertible debentures and 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 offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange. The company may force the conversion of the convertible debentures in the event if the volume weighted average price of the common shares on the TSX Venture Exchange is greater than $0.15 for any twenty consecutive trading days or the company is uplisted in the U.S., and the Company is current with its securities and TSXV filing requirements. As a condition to receiving TSXV approval for the Offering, within six months of closing of the offering, the company will be required, and intends, to consolidate the common shares on the basis of post-consolidation common share for a minimum of two pre-consolidation common shares, or such greater number of pre-consolidation shares as may be determined by the board of directors or may be required to obtain approval of the offering and the consolidation from the TSX Venture Exchange.

Accordingly, subsequent to closing of the offering, the company intends on calling a special shareholders' meeting seeking shareholder approval for the Consolidation. The minimum investment accepted from any outside investor is $30,000. The company will issue securities pursuant to exemption provided under Regulation D.