TBLL.V · 2014-06-27

Bluerock Announces Signing of Agreement in Principle with Rush Valley Gold Corporation

Partnerships & JV

BLUEROCK VENTURES CORP.

Suite 2050-1055 West Georgia Street Vancouver, British Columbia V6E 3P3

NEWS RELEASE

Bluerock Announces Signing of Agreement in Principle with Rush Valley Gold Corporation

Vancouver, British Columbia, June 27, 2014 – Bluerock Ventures Corp. (the “Company”), a capital pool company listed on the TSX Venture Exchange (the “Exchange”) (symbol: BCR.H), is pleased to announce that it has entered into a letter agreement (the “Letter Agreement”) effective June 26, 2014 with Rush Valley Gold Corporation (“RVG”) which will result in a reverse take-over of Bluerock by RVG by way of a three-cornered amalgamation (the “Acquisition”).

The Acquisition, if completed, will constitute the Company’s “Qualifying Transaction” (as defined in Exchange Policy 2.4). RVG is an arm’s-length party and, as such, the Acquisition will not be subject to shareholder approval.

The Letter Agreement will be followed by the negotiation of a definitive agreement (the ”Definitive Agreement”) setting forth the detailed terms of the Acquisition and containing the terms and conditions set out in the Letter Agreement and such other terms and conditions as are customary for transactions of the nature and magnitude contemplated in the Letter Agreement.

Proposed Acquisition

Pursuant to the terms of the Letter Agreement, it is currently contemplated that the Acquisition will be effected by way of a three cornered amalgamation under a plan of arrangement, whereby a new wholly-owned subsidiary of the Company to be incorporated under the laws of British Columbia (“Bluerock Subco”) will amalgamate with RVG. Under the amalgamation, the Company will acquire all of the then outstanding 26,830,000 common shares of RVG which will be exchanged for common shares of the Company together with the other common shares exchanged on a one-for-one basis under the Private Placement (described below), all of the issued and outstanding shares of RVG being amalgamated with the Bluerock Subco to form an amalgamated company (“Amalco”) which will hold rights as a lessee, through RVG’s wholly owned U.S. subsidiary, Rush Valley Gold (U.S.) Corporation, to approximately 5,700 acres in the West Mercur (Camp Floyd) Mining District of Tooele County, Utah, United States (the “Property Rights”).

As a result of the Acquisition, Amalco will become a wholly-owned subsidiary of the Company, which will have indirectly acquired the Property Rights. Upon completion of the Acquisition, the Company expects to change its name to “Rush Valley Gold Corporation” or such other name acceptable to RVG and the applicable regulatory authorities (the “Name Change”).

The common shares issued to investors under the Private Placement will be exchanged for common shares of the Resulting Issuer and therefore will not be subject to a four month hold.

Proposed Private Placement

The parties intend that RVG will, prior to the Acquisition and subject to Exchange approval, complete a private placement of units (each a “Unit”) of RVG for minimum gross aggregate proceeds of up to $2,000,000 and maximum gross proceeds of $3,000,000 (the “Private Placement”), $500,000 of which will be conducted on a brokered basis. The price per Unit will be determined by RVG and the lead agent, and is anticipated to be not be less than $0.10 per Unit. Each Unit will be comprised of one common share and one-half of one share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable for a period of 36 months from the date of issuance at a price of $0.20 per share. The parties are currently involved in discussions with a prospective agent with the intention of settling the terms of an engagement letter in connection with the brokered portion of the Private Placement. The parties anticipate that the agent will be paid customary compensation for their services.

The proceeds of the Private Placement will be used to fund the business plan of the Resulting Issuer on closing of the Acquisition and for general working capital purposes.

Following completion of the Private Placement and the Acquisition, the Resulting Issuer is expected to have a total of 40,000,0000 common shares issued and outstanding assuming completion of a minimum Private Placement and 60,000,000 common shares issued and outstanding assuming completion of maximum Private Placement.

Conditions to Closing the Acquisition

The closing of the Acquisition will be subject to several conditions, including, but not limited to the following:

1. the execution of the Definitive Agreement;

2. the receipt of all regulatory, corporate and third party approvals, including the approval of the Exchange and compliance with all applicable regulatory requirements and conditions necessary to complete the Acquisition;

3. the completion of the Private Placement at a minimum offering price of $0.10;

4. the completion of the Name Change;

the maintenance of the Company’s listing on the Exchange;

6. the confirmation of the representations and warranties of each party to the Definitive Agreement as set out in such agreement;

7. the absence of any material adverse effect on the financial and operational condition of the assets of each of the parties to the Definitive Agreement;

8. the delivery of standard completion documentation including, but not limited to legal opinions, officers’ certificates and certificates of good standing or compliance; and

9. other mutual conditions precedent customary for a transaction such as the Acquisition.

It was also agreed that upon closing of the Acquisition, the seed shareholders of the Company will transfer and sell an aggregate of 1,170,000 common shares (the “Escrowed Shares”) of the Company, which are subject to escrow pursuant to the policies of the Exchange, to the designated principals of RVG. Following the sale and transfer of the Escrowed Shares, those shares will remain subject to escrow pursuant to the policies of the Exchange.

Directors, Officers and Other Insiders

On completion of the Acquisition it is anticipated that the board of the Resulting Issuer will consist of a minimum of four members and that the directors, senior officers and insiders of the Resulting Issuer will be:

Mr. Glenn Laing, Chief Executive Officer and Director

Mr. Laing holds the positions of President, Chief Executive Officer, Chief Operating Officer and a director of Ecuador Gold and Copper Corp. (TSXV: EGX) since July 2012 and holds those same positions with Phoenix Gold Resources Corp. (TSXV: PXA) since April 23, 2014. In addition, he has also been the President, Chief Executive Officer, Chief Operating Officer and a director of GB Minerals Ltd. (formerly Plains Creek Phosphate Corporation) (TSXV: GBL) from February 2011 to February 2013. Mr. Laing has over 31 years’ experience in the mining and financial industries. He holds a Bachelor of Science, Engineering (Mining Geology) degree from the University of Witwatersrand, Johannesburg and a Masters of Science (Mining Engineering) degree from Colorado School of Mines, USA. Mr. Laing has held the position of Managing Director, President and Chief Executive Officer of numerous publicly listed natural resource companies for the last 27 years. Since 1999, Mr. Laing has been President of Silverbridge Capital Inc., a private corporate finance advisory firm specializing in mining, oil and gas, and alternative energy sectors.

Mr. David Mako, President, Chief Operating Officer and Director

Mr. Mako has been the principal of Catena Resources, a private mining exploration and consulting company, since June 2000. He is also the sole owner of Ash-ley Woods LLC, which holds property interests in the West Mercur Project area. Previously, Mr. Mako was engaged in educational fields, but from February 1986 to June 2000 he was an exploration geologist in Nevada and Utah for Barrick Gold Corporation (“Barrick”) (NYSE: ABX; TSX: ABX) before leaving his position as Vice-President, USA Exploration of Barrick. Together with his 14 years at Barrick, he has over 19 years of professional geological experience before beginning his consulting and educational endeavours. Mr. Mako holds a Master of Science Degree in Geology from the University of Wisconsin and a Bachelor of Science Degree in Geology from Kent State University.

Mr. Paul Jones, Director

Mr. Jones is currently a director of Ecuador Gold and Copper Corp (TSXV: EGX) since February 2013, is a director of Phoenix Gold Resources Corp. (TSXV: PXA) since April 23, 2014, was a director of GB Minerals Ltd. (formerly Plains Creek Phosphate Corporation) (TSXV: GBL) from February 2011 to June 2013, and has served in numerous other engineering, operations, senior management and consulting positions as well as a direct in public and private companies active in the Americas, Africa and Asia during his career in the mining industry, which spans over 50 years. Mr. Jones is a Legion of Honour member of the Society of Mining Engineers where he has been a member since 1958, and is a member and officer of the Mining and Metallurgical Society of America. In February 2004, Mr. Jones received the William Lawrence Saunders Gold Medal from the American Institute of Mining, Metallurgical and Petroleum Engineers in recognition of his service to the public and the mining industry. He is also Chairman of the Board of the National Mining Hall of Fame & Museum in the United States.

Ms. Rosalie Moore, Director

Ms. Moore is currently a consulting geologist/analyst and is a director of Dolly Varden Silver Corp. (TSVX: DV). Previously, she was a Partner and Analyst at Geologic Resource Partners LLC (2006 to 2011) and held executive and/or board roles with several companies, including Corazon Gold Corp. (TSVX: CGW), Kiska Metals Corporation (formerly Geoinformatics Exploration Inc.) (TSVX: KSK), Wealth Minerals Ltd. (TSVX: WML), Bear Creek Mining Corp. (TSXV: BCM), and Pan American Silver Corp. (TSX: PAA). Ms. Moore worked as a Mining Analyst with Yorkton Securities (1996-1997), served as the Manager of Geology for Diamond Fields Resources through the development and buy-out of the Voisey’s Bay nickel-cobalt-copper discovery in Labrador (1994-1996) and served as a Senior Geologist managing gold exploration on the Ivanhoe Property on the Carlin Trend in Nevada with Touchstone Resources (1987 – 1993). Ms. Moore holds Master of Science and Bachelor of Science degrees in Geology from Kent State University.

Sean Choi, Chief Financial Officer and Corporate Secretary

Mr. Choi is the Chief Financial Officer and Corporate Secretary of Ecuador Gold and Copper Corp. (TSXV: EGX) has been the Controller and a Finance Manager for that company since January 2011 and holds those same positions with Phoenix Gold Resources Corp. (TSXV: PXA) since April 23, 2014. Mr. Choi is a Chartered Professional Accountant and a Chartered Accountant and has 3 years of public accounting experience and has 5 years of accounting and financial reporting experience in the mining industry in Canada. Mr. Choi holds a Bachelor of Administrative and Commercial Studies degree from the University of Western Ontario.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless an exemption from the sponsorship requirement is available. The Company will apply for an exemption from the sponsorship requirement. There is no assurance that the Company would be able to obtain such an exemption.

General

On closing of the Qualifying Transaction, the Resulting Issuer will be listed as a “Tier 2” mining issuer on the Exchange. In accordance with Exchange policies, the Company’s common shares have been halted from trading and will remain so until the documentation required by the Exchange for the Qualifying Transaction can be provided to the Exchange. The Company’s common shares may remain halted until completion of the Qualifying Transaction. The completion of the Qualifying Transaction is subject to the approval of the Exchange.

For further information concerning the Acquisition and this press release, please contact: Clifford Mah Praveen Varshney President, Chief Executive Officer Director and Director Telephone: (604) 684 2181 Telephone: (416) 861 3099 ext. 0231 Email: [email protected] Email: [email protected]

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange Inc. nor its Regulation Services Provide (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Except for statements of historical fact, this news release contains certain “forwardlooking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that

certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forwardlooking statements. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company.

(Not for dissemination in the United States of America)

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