STOCK TITAN

Rivalry Announces Failure-to-File Cease Trade Order

Rhea-AI Impact
(High)
Rhea-AI Sentiment
(Negative)
Tags

Rivalry (OTC:RVLCF) announced that the Ontario Securities Commission issued a failure-to-file cease trade order (FFCTO) on May 6, 2026 due to missing the company’s 2025 audited consolidated financial statements, MD&A and CEO/CFO certificates.

The FFCTO prohibits trading in the company’s securities in Canada, subject to limited exceptions for non-insider holders using a foreign organized regulated market via a registered Canadian dealer. The FFCTO remains until the Annual Filings are submitted and the OSC revokes the order.

Loading...
Loading translation...

Positive

  • FFCTO includes limited sale exceptions for non-insider holders via foreign regulated markets
  • Order remains revocable upon filing of the audited Annual Filings

Negative

  • OSC issued a failure-to-file cease trade order on May 6, 2026
  • Company failed to file 2025 audited consolidated financial statements, MD&A and CEO/CFO certificates
  • FFCTO prohibits trading in the company’s securities in Canada until filings are completed

TORONTO, May 06, 2026 (GLOBE NEWSWIRE) -- Rivalry Corp. (TSXV: RVLY) (the “Company” or “Rivalry”) today announced that the Ontario Securities Commission (the "OSC") has issued a failure-to-file cease trade order (the "FFCTO") pursuant to National Policy 11-207 – Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions against the Company as a result of the Company's failure to file its: (i) audited consolidated financial statements for the year ended December 31, 2025 (the "Annual Financial Statements"), (ii) management's discussion and analysis relating to the Annual Financial Statements, and (iii) CEO and CFO certificates relating to the Annual Financial Statements (collectively, the "Annual Filings").

The FFCTO prohibits all trading, whether direct or indirect, in the Company’s securities in Canada, with certain limited exceptions for beneficial security holders who are not, and were not at the date of the FFCTO, insiders or control persons of the Company. Such holders may sell securities acquired before the FFCTO’s effective date if the sale is made through a “foreign organized regulated market” and via a registered investment dealer in Canada, in accordance with applicable securities legislation.

The FFCTO will remain in effect until the Annual Filings are filed and the OSC revokes the FFCTO.

About Rivalry

Rivalry Corp. is a Toronto-based company and the parent of an international regulated online gaming and sports betting brand. Rivalry previously operated in multiple jurisdictions and continues to evaluate strategic alternatives related to its business and assets.

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 12 months 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.

Company Contact:

investors@rivalry.com


FAQ

What does the May 6, 2026 FFCTO mean for RVLCF shareholders?

It means Canadian trading of RVLCF is prohibited until required 2025 filings are made. According to Rivalry, the FFCTO bars trading in Canada but allows limited sales by non-insiders through a foreign organized regulated market via a registered Canadian dealer.

Which specific documents did Rivalry fail to file that triggered the FFCTO for RVLCF?

Rivalry failed to file its 2025 audited consolidated financial statements, MD&A and CEO and CFO certificates. According to Rivalry, those three Annual Filings are the basis for the Ontario Securities Commission’s FFCTO issued May 6, 2026.

Can non-insider RVLCF holders sell their shares despite the FFCTO?

Some non-insider holders can sell if using a foreign organized regulated market and a registered Canadian investment dealer. According to Rivalry, that limited exception applies only to holders who were not insiders at the FFCTO date.

How long will the FFCTO on RVLCF remain in effect?

The FFCTO remains in effect until Rivalry files the required Annual Filings and the OSC revokes the order. According to Rivalry, revocation depends on submission of the audited financial statements, MD&A and CEO/CFO certificates.

What immediate actions must Rivalry take to lift the FFCTO on RVLCF?

Rivalry must file the 2025 audited consolidated financial statements, the related MD&A and CEO/CFO certificates. According to Rivalry, filing those Annual Filings is the condition for the OSC to revoke the cease trade order.