Rivalry Announces Closing of Private Placement and Debt Restructuring

Rhea-AI Summary

Rivalry (OTCQX: RVLCF) closed the third tranche of a non-brokered private placement on Oct 24, 2025, issuing 29,937,930 Units at C$0.05 for gross proceeds of C$1,496,896.50. Each Unit includes one subordinate voting share and one warrant exercisable at C$0.10 until Oct 8, 2027. The company may complete a final tranche on or before Nov 15, 2025.

Rivalry also completed a debt restructuring under an agreement dated Sep 26, 2025, settling C$12,526,384.88 of indebtedness by issuing 250,527,697 Debt Settlement Units at C$0.05; C$8,480,000 principal remains outstanding under an amended secured debenture convertible at C$0.10, maturing Nov 14, 2028, with no interest due until Dec 31, 2026. The senior lender became a control person and securities are subject to four-month holds.

Positive

• Raised C$1.50M via third private placement tranche
• Settled C$12.526M of debt through equity issuance
• Secured maturity extension to Nov 14, 2028 on amended debenture
• Interest deferred until Dec 31, 2026, easing near-term cash needs
• Conversion price set at C$0.10 for remaining secured debenture

Negative

• Issued 250,527,697 Debt Settlement Units, creating substantial equity dilution
• Warrants and DS warrants exercisable at C$0.10 create share overhang until 2027
• C$8.48M principal remains outstanding under the secured debenture

TORONTO, Oct. 24, 2025 (GLOBE NEWSWIRE) -- Rivalry Corp. (the "Company" or "Rivalry") (TSXV: RVLY) (OTCQX: RVLCF) (FSE: 9VK), the leading sportsbook and iGaming operator for digital-first players, is pleased to announce that it has closed the third tranche of its non-brokered private placement (the "Private Placement") previously announced on September 29, 2025. The Company issued 29,937,930 units ("Units") at a price of C$0.05 per Unit (the "Offering Price"), for gross proceeds of C$1,496,896.50. Each Unit consists of one (1) subordinate voting share in the capital of the Company (each, a "SV Share") and one (1) SV Share purchase warrant (each, a "Warrant"). Each Warrant is exercisable into one (1) SV Share (each, a "Warrant Share") at a price of C$0.10 per Warrant Share until October 8, 2027. The SV Shares, Warrants and Warrant Shares are subject to a four-month statutory hold period, in accordance with applicable securities legislation. The Company intends to use the net proceeds from the Private Placement for corporate development and general working capital purposes. The Company may complete a final tranche of the Private Placement on or prior to November 15, 2025.

The Company is also pleased to announce the closing of its previously announced debt restructuring pursuant to a debt settlement agreement dated September 26, 2025 (the "Debt Settlement Agreement") with the Company's senior lender (the "Senior Lender"). Pursuant to the Debt Settlement Agreement, the Company and the Senior Lender restructured the Company's indebtedness with the Senior Lender, comprised of (i) the senior secured convertible debenture issued by the Company on November 14, 2023, in the principal amount of C$14,000,000 (the "Secured Debenture"), and (ii) certain unsecured promissory notes in the aggregate principal amount of US$3,070,000 maturing September 30, 2025 (collectively, the "Indebtedness").

Pursuant to the Debt Settlement Agreement, the Company and the Senior Lender satisfied C$12,526,384.88 of Indebtedness owing by the Company to the Senior Lender through the issuance of 250,527,697 units (the "Debt Settlement Units"), at the Offering Price (the "Debt Settlement"). Each Debt Settlement Unit consists of one (1) SV Share and one (1) SV Share purchase warrant (each, a "Debt Settlement Warrant"). Each Debt Settlement Warrant is exercisable into one (1) SV Share (each, a "DS Warrant Share") at a price of C$0.10 per DS Warrant Share until October 24, 2027. C$8,480,000 principal amount of Indebtedness now remains outstanding under the Secured Debenture, which was amended to provide that: (i) the Secured Debenture is convertible into SV Shares at a conversion price of $0.10 per SV Share; (ii) the maturity date of the Secured Debenture is November 14, 2028; and (iii) no interest is payable under the Secured Debenture until December 31, 2026 (collectively, the "Debenture Amendments" and, together with the Debt Settlement, the "Debt Restructuring"). The securities issued in connection with the Debt Restructuring are subject to a four-month statutory hold period, in accordance with applicable securities legislation.

As a result of the Debt Restructuring, the Senior Lender became a “control person” of the Company within the meaning of applicable securities laws. In accordance with the policies of the TSXV, the Company obtained shareholder approval in connection with the creation of a new control person by written consent executed by holders of more than 50% of the voting rights attached to the issued and outstanding voting shares of the Company.

“The completion of this transaction closes an important chapter for Rivalry. Over the past year we rebuilt the business, reduced operating costs, improved unit economics, and secured new capital while restructuring our debt. With a stronger balance sheet and long-term aligned partner, Rivalry is positioned to continue driving focused execution and growth,” said Steven Salz, Co-Founder and CEO of Rivalry.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Rivalry

Rivalry Corp. wholly owns and operates Rivalry Limited, a leading sport betting and media company offering fully regulated online wagering on esports, traditional sports, and casino for the digital generation. Based in Toronto, Rivalry operates a global team in more than 20 countries and growing. Rivalry Limited has held an Isle of Man license since 2018, considered one of the premier online gambling jurisdictions, as well as an internet gaming registration in Ontario, and is currently in the process of obtaining additional country licenses. With world class creative execution and brand positioning in online culture, a native crypto token, and demonstrated market leadership among digital-first users, Rivalry is shaping the future of online gambling for a generation born on the internet.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the 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 press release.

Company Contact:
Steven Salz, Co-founder & CEO
ss@rivalry.com

Investor Contact:
investors@rivalry.com      

Cautionary Note Regarding Forward-Looking Information and Statements

This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws (“forward-looking statements”). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “project” and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions “may” or “will” occur. These statements are only predictions.

Forward-looking statements are based on the opinions and estimates of management of the Company at the date the statements are made based on information then available to the Company. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company’s actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include regulatory or political change such as changes in applicable laws and regulations; the ability to obtain and maintain required licenses; the esports and sports betting industry being a heavily regulated industry; the complex and evolving regulatory environment for the online gaming and online gambling industry; the success of esports and other betting products are not guaranteed; changes in public perception of the esports and online gambling industry; failure to retain or add customers; the Company having a limited operating history; negative cash flow from operations and the Company’s ability to operate as a going concern; operational risks; cybersecurity risks; reliance on management; reliance on third parties and third-party networks; exchange rate risks; risks related to cryptocurrency transactions; risk of intellectual property infringement or invalid claims; the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and general economic, market and business conditions. For additional risks, please see the Company’s management’s discussion and analysis for the year ended December 31, 2024 under the heading “Risk Factors”, and other disclosure documents available on the Company’s SEDAR+ profile at www.sedarplus.ca.

No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

Source: Rivalry Corp.

FAQ

What did Rivalry (RVLCF) announce on October 24, 2025?

Rivalry closed a C$1,496,896.50 private placement tranche and completed a debt restructuring that settled C$12,526,384.88 of indebtedness.

How many units did Rivalry issue in the debt settlement and at what price?

Rivalry issued 250,527,697 Debt Settlement Units at C$0.05 per unit to satisfy C$12,526,384.88 of indebtedness.

What is the conversion and warrant exercise price for RVLCF securities from the transaction?

Warrants and debt conversion are set at C$0.10 per share; warrants expire in 2027 and the debenture conversion price is C$0.10.

How much debt remains outstanding after Rivalry's restructuring?

C$8,480,000 principal remains outstanding under the amended secured debenture.

When does Rivalry's amended secured debenture mature and when is interest payable?

The amended secured debenture matures on Nov 14, 2028, with no interest payable until Dec 31, 2026.

Did the debt restructuring create a control person for Rivalry (RVLCF)?

Yes. As a result of the Debt Restructuring, the senior lender became a control person, and shareholder approval was obtained by written consent.