Glidepath Auxo, LLC Files Early Warning Report in Respect of Securities of BlueRush Inc.

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Denver, Colorado–(Newsfile Corp. – September 6, 2022) – Glidepath Auxo, LLC (“Glidepath“), a special purpose investment entity controlled by Mark Soane and Daniel Hoskins, announces that on August 9, 2022 it completed a transaction with BlueRush Inc. (“BlueRush“) pursuant to which Glidepath acquired direct ownership and control of 1,725 convertible debenture units of BlueRush (the “Convertible Debenture Units“), such Convertible Debenture Units consisting of an aggregate of US$1,725,000 of 10.0% unsecured convertible debentures (the “Convertible Debentures“) and 21,562,500 common share purchase warrants (the “Warrants“, and together with the Convertible Debentures, the “Purchased Securities“). The Convertible Debentures mature on June 30, 2026 (subject to acceleration) and are convertible into common shares of BlueRush (the “Common Shares“) at a conversion price of US$0.04 per Common Share during the first year and US$0.08 per Common Share after the one-year anniversary unless the Corporation completes a consolidation (the “Consolidation“) on the basis of one ‎‎(1) ‎post-‎Consolidation Common Share for a minimum of two (2) pre-Consolidation Common ‎Shares. Each Warrant entitles Glidepath to acquire one additional Common Share at a price of US$0.075 per share until June 30, 2026 (subject to acceleration). The Purchased Securities were purchased for an aggregate purchase price of US$1,725,000. The Purchased Securities were purchased directly from BlueRush as part of a private placement of Convertible Debenture Units of BlueRush (the “Private Placement“) and not through the facilities of any stock exchange or other marketplace.

Immediately prior to the Private Placement, Glidepath did not own or exercise control or direction over any securities of BlueRush, however, Mark Soane, one of two managers of Glidepath and a joint actor, owned and continues to own 110,000 Common Shares. Upon completion of the Private Placement, if Glidepath were to convert the Convertible Debentures (which would result in the issuance of 43,125,000 Common Shares (without taking into account applicable interest thereon)) and exercise all Warrants (which would result in the issuance of 21,562,500 Common Shares), Glidepath would obtain ownership and control over 64,797,500 Common Shares (including the 110,000 Common Shares held by Mark Soane, a joint actor of Glidepath), representing approximately 27.5% of the issued and outstanding Common Shares on a partially diluted basis (assuming the conversion of the Convertible Debentures and exercise of the Warrants held by Glidepath only).

In connection with the acquisition of the Purchased Securities, Glidepath obtained a right to nominate one member to the board of directors of BlueRush.

The Purchased Securities were acquired for investment purposes. Glidepath may, from time to time, take such actions in respect of its holdings in securities of BlueRush as it may deem appropriate, in light of the circumstances then existing, including the purchase of additional Common Shares or other securities of BlueRush or the disposition of all or a portion of Glidepath’s securityholdings in BlueRush, subject in each case to applicable securities laws and the terms of such securities.

Glidepath’s head office is located at 3260 E Floyd Drive, Denver Colorado 80210.

Glidepath will file an early warning report pursuant to National Instrument 62-104 – Take-Over Bids and Issuer Bids on SEDAR (www.sedar.com) under BlueRush’s SEDAR profile. For more information or to obtain a copy of such report, please contact Mark Soane at (303) 630-9104.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/136059