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

Rivalry Corp., 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.