Mr. Steve Taylor reports

BLUERUSH ANNOUNCES INITIAL $900,000 CLOSING OF NON-BROKERED PRIVATE PLACEMENT

Bluerush Inc. has completed the initial closing of its non-brokered private placement financing pursuant to which Bluerush proposes to raise gross proceeds of up to $1.02-million through the issuance of up to 68 units of the company at $15,000 per unit, originally announced by the company on June 18, 2024.

Pursuant to the initial closing, the company has issued 60 units for gross proceeds of $900,000.

The company received an aggregate of $600,000 from Round 13 Capital Inc. (R13 Capital) for six units and Round 13 Founders Fund SPV LP (R13 FFSPV) for 34 units. Round 13 GP Inc. (R13 GP), the general partner of R13 FFSPV, is also the general partner of Round 13 Capital Founders Fund LP (R13 CFF), which owned approximately 28 per cent of the issued and outstanding shares of Bluerush prior to the initial closing. R13 Capital and R13 GP are both controlled and directed by John Eckert (a director of Bluerush) and Bruce Croxon.

In addition, the company received $300,000 from Glidepath Auxo LLC for 20 units, which is controlled and directed by Mark Soane (a director of Bluerush) as one of the two managers of Glidepath.

Each unit consists of: (i) 500,000 common shares of the company at a deemed price of two cents 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 five cents per common share until the date that is 60 months from the closing; and (iii) a $5,000 principal amount of 10.0 per cent unsecured convertible debentures, with each convertible debenture maturing on the date that is 60 months from closing and convertible into common shares at a conversion price of five cents per common share in the first year and 10 cents per common share in years two to five.

No finders' fees were paid in connection with the subscriptions disclosed herein. All securities issued pursuant to the offering are subject to a four-month hold period.

The subscriptions by R13 FFSPV, R13 Capital and Glidepath may each be deemed to be a related party transaction as defined under Multilateral Instrument 61-101. The transactions are each exempt from the formal valuation approval requirements of MI 61-101 since none of the securities of the company are listed on a prescribed stock exchange. The transactions are exempt from the minority shareholder approval requirements of MI 61-101 pursuant to 5.7(b) of MI 61-101.

Early warning disclosure

Immediately prior to the initial closing, Glidepath and Mr. Soane in aggregate held, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 22,000 common shares, $1,725,000 (U.S.) principal amount of convertible debentures convertible into 8,625,000 common shares, warrants exercisable for 4,312,500 common shares and options exercisable for 150,000 common shares, representing 0.1 per cent of all of the issued and outstanding common shares on a non-diluted basis, and representing 27.0 per cent of all of the issued and outstanding common shares on a partially diluted basis.

Immediately after the initial closing, Glidepath and Mr. Soane in aggregate held, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 10,022,000 common shares, $1,725,000 (U.S.) principal amount of convertible debenture convertible into 8,625,000 common shares, $100,000 principal amount of convertible debentures convertible into two million common shares, warrants exercisable for 14,312,500 common shares and options exercisable for 150,000 common shares, representing 15.3 per cent of all of the issued and outstanding common shares on a non-diluted basis, and representing 38.7 per cent of all of the issued and outstanding common shares on a partially diluted basis.

Immediately prior to the initial closing, R13 GP (indirectly through R13 CFF) and Mr. Eckert in aggregate held, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 9,902,930 common shares and options exercisable for 600,000 common shares, representing 27.9 per cent of all of the issued and outstanding common shares on a non-diluted basis, and representing 29.1 per cent of all of the issued and outstanding common shares on a partially diluted basis. R13 Capital held no securities of Bluerush prior to the initial closing.

Immediately after the initial closing, R13 GP (indirectly through R13 CFF and R13FFSPV), R13 Capital and Mr. Eckert in aggregate held, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 26,902,930 common shares, $200,000 principal amount of convertible debentures convertible into four million common shares, warrants exercisable for 20 million common shares and options exercisable for 600,000 common shares, representing 45.6 per cent of all of the issued and outstanding common shares on a non-diluted basis, and representing 60.5 per cent of all of the issued and outstanding common shares on a partially diluted basis.

The units and underlying securities were acquired for investment purposes. Glidepath and Mr. Soane, and R13 Capital, R13 CFF and Mr. Eckert, may increase or reduce their investments in the company according to market conditions or other relevant factors.

The foregoing disclosure is being disseminated pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the reports to be filed with Canadian securities regulators in connection with the acquisition of the units and underlying securities disclosed herein can be obtained upon their filing under the company's profile on SEDAR+ or by contacting Glidepath/Mr. Soane at inquiries@glidepathpartners.com, and by contacting R13 GP/R13 Capital/Mr. Eckert at contact@round13.com.

About Bluerush Inc.

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 life cycle, 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.

We seek Safe Harbor.