Rivalry Closes First Tranche of Private Placement

Rhea-AI Summary

Rivalry (OTCQX: RVLCF) closed the first tranche of a non‑brokered private placement on October 9, 2025.

The Company issued 27,600,000 Units at C$0.05 per Unit for gross proceeds of C$1,380,000. Each Unit includes one subordinate voting share and one warrant exercisable at C$0.10 for 24 months. Securities carry a four‑month statutory hold period. Proceeds are earmarked for corporate development and working capital.

The Company expects additional closings for up to 82,800,000 Units and a debt restructuring pursuant to a debt settlement agreement on or prior to October 24, 2025.

Positive

• Gross proceeds of C$1,380,000 from initial tranche
• Opened financing runway with warrants exercisable at C$0.10 for 24 months
• Company intends to use proceeds for corporate development and working capital
• Planned debt restructuring expected by October 24, 2025

Negative

• Potential dilution from up to 82,800,000 Units in additional closings
• Issued securities subject to a four‑month hold restricting immediate liquidity

TORONTO, Oct. 09, 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 has closed an initial tranche of its non-brokered private placement (the “Private Placement”) previously announced on September 29, 2025. The Company issued 27,600,000 units (“Units”) at a price of C$0.05 per Unit, for gross proceeds of C$1,380,000. 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 for a period of 24 months. 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 proceeds from the Private Placement for corporate development and general working capital purposes.

The Company expects to complete (i) additional closings of up to 82,800,000 Units, including the remainder of the securities pursuant to its previously announced initial subscription agreement with a strategic family office, and (ii) its previously announced debt restructuring pursuant to a debt settlement agreement entered into between the Company and its senior lender, on or prior to October 24, 2025.

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.

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

How many units did Rivalry sell in the October 9, 2025 tranche (RVLCF)?

Rivalry issued 27,600,000 Units at C$0.05 per Unit on October 9, 2025.

What are the warrant terms in Rivalry's private placement (RVLCF)?

Each Unit included one warrant exercisable into one share at C$0.10 for 24 months.

How will Rivalry (RVLCF) use the proceeds from the private placement?

The Company intends to use proceeds for corporate development and general working capital.

Is there a hold period on the securities from Rivalry's offering (RVLCF)?

Yes; the SV Shares, Warrants and Warrant Shares are subject to a four‑month statutory hold period.

Will Rivalry complete more closings after the October 9, 2025 tranche (RVLCF)?

The Company expects additional closings for up to 82,800,000 Units on or prior to October 24, 2025.

Does Rivalry plan any debt-related actions following the private placement (RVLCF)?

Yes; the Company expects to complete a debt restructuring under a debt settlement agreement by October 24, 2025.