Rivalry Announces Private Placement and Restructuring of Outstanding Indebtedness, Concluding Its Strategic Review Process

Rhea-AI Summary

Rivalry (OTCQX:RVLCF) has announced a comprehensive financial restructuring package and the conclusion of its strategic review process. The company is executing a non-brokered private placement to raise up to C$5.52 million through the issuance of 110.4 million units at C$0.05 per unit.

The company has secured a binding subscription agreement with a strategic family office for C$4.14 million. Additionally, Rivalry has entered into a debt settlement agreement with its senior lender to restructure its outstanding debt, which includes converting C$12.53 million of debt into 250.53 million units and amending the terms of the remaining C$8.48 million secured debenture.

Key amendments include extending the maturity date to November 14, 2028, setting a conversion price of C$0.10 per share, and suspending interest payments until December 31, 2026. The transactions are expected to close around October 8, 2025.

Positive

• Significant debt reduction through conversion of C$12.53 million debt to equity
• Secured new funding of up to C$5.52 million through private placement
• Extension of remaining debt maturity to November 2028
• Interest payment holiday until December 31, 2026
• Strategic alignment with major stakeholder through debt-to-equity conversion

Negative

• Substantial dilution through issuance of 360.93 million new units
• Remaining significant debt burden of C$8.48 million
• Creation of new control person through debt restructuring
• Low unit pricing at C$0.05 indicates challenging financial position

TORONTO, Sept. 29, 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, today announces that it is completing a non-brokered private placement (the "Private Placement") for aggregate gross proceeds of up to C$5,520,000 and that it has entered into a debt settlement agreement, pursuant to which the Company's senior lender has agreed to restructure the Company's outstanding indebtedness. The Company also announces the conclusion of its strategic review process.

Private Placement

The Company is undertaking a non-brokered private placement of up to 110,400,000 units (each, a "Unit") at a subscription price of C$0.05 per Unit (the "Offering Price"), for aggregate gross proceeds of up to C$5,520,000. Each Unit will be comprised 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 will be exercisable into one (1) SV Share (each, a "Warrant Share") at a price of $0.10 per Warrant Share for a period of 24 months. As of the date hereof, the Company has entered into a binding subscription agreement with a strategic family office, whereby such subscriber has agreed to purchase an aggregate of 82,758,620 Units under the Private Placement for aggregate gross proceeds to the Company of C$4,137,931 (the “Initial Subscription”).

The Private Placement is expected to close in one or more tranches, with the first tranche expected to close on or about October 8, 2025, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “TSXV”). The SV Shares issued in connection with the Private Placement will be subject to a four-month statutory hold period, in accordance with applicable securities legislation.

The Company intends to use the proceeds from the Private Placement for corporate development and general working capital purposes.

Debt Restructuring

The Company also announces that it has entered into a debt settlement agreement dated September 26, 2025 (the "Debt Settlement Agreement"), with the Company's senior lender (the "Senior Lender"), pursuant to which the Company and the Senior Lender have agreed to restructure 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 have agreed to satisfy C$12,526,384.88 of Indebtedness owing by the Company to the Senior Lender through the issuance of 250,527,697 Units, at the Offering Price (the "Debt Settlement"). Following completion of the Debt Settlement, C$8,480,000 principal amount of Indebtedness will remain outstanding under the Secured Debenture. Pursuant to the Debt Settlement Agreement, the Company and the Senior Lender have agreed to amend the terms of the Secured Debenture following the Debt Settlement, to provide that: (i) the Secured Debenture will be convertible into SV Shares at a conversion price of $0.10 per SV Share; (ii) the maturity date of the Secured Debenture will be extended to November 14, 2028; and (iii) no interest shall be payable under the Secured Debenture until December 31, 2026 (collectively, the "Debenture Amendments" and, together with the Debt Settlement, the "Debt Restructuring").

As a result of the Debt Restructuring, the Senior Lender will become a “control person” of the Company within the meaning of applicable securities laws. Pursuant to the policies of the TSXV, shareholder approval is required in connection with the creation of a new control person. In accordance with the policies of the TSXV, the Company has obtained such shareholder approval 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 Debt Restructuring is expected to close on or about October 8, 2025. The closing of the Debt Restructuring is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV and the Company's shareholders in accordance with the policies of the TSXV and the completion of the Private Placement for aggregate gross proceeds of no less than the amount of the Initial Subscription. The securities issued in connection with the Debt Restructuring are expected to be subject to a four-month statutory hold period, in accordance with applicable securities legislation.

As a result of the Private Placement and the Debt Restructuring, the Company also announces that it is concluding the strategic review process that it commenced in April 2025, as further described in the Company's press releases dated April 7, 2025, July 2, 2025, July 14, 2025 and August 29, 2025.

“This marks the conclusion of a thorough strategic review and the start of Rivalry’s next chapter. With this financing and debt restructuring, Rivalry emerges stronger and better capitalized, having eliminated significant debt, secured funding for near-term priorities, and aligned our largest stakeholder with shareholders, positioning the Company to focus on growth and sustained value creation,” 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 in this news release include, but are not limited to, statements with respect to the timing and/or completion of the Private Placement and Debt Restructuring, the receipt of required regulatory and shareholder approvals and any potential transactions that may arise in connection therewith.

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 is the size of Rivalry's (RVLCF) private placement announced in September 2025?

Rivalry announced a non-brokered private placement to raise up to C$5.52 million through the issuance of 110.4 million units at C$0.05 per unit.

How much debt is Rivalry (RVLCF) converting to equity in the 2025 restructuring?

Rivalry is converting C$12.53 million of debt into 250.53 million units through a debt settlement agreement with its senior lender.

What are the new terms for Rivalry's (RVLCF) remaining secured debenture?

The remaining C$8.48 million secured debenture will mature on November 14, 2028, with a conversion price of C$0.10 per share and no interest payments required until December 31, 2026.

When will Rivalry's (RVLCF) private placement and debt restructuring close?

Both the private placement and debt restructuring are expected to close on or about October 8, 2025, subject to necessary approvals.

How much funding has Rivalry (RVLCF) secured from the strategic family office?

Rivalry has secured a binding subscription agreement with a strategic family office for C$4.14 million as part of the private placement.