Rivalry Corp. (formerly, “PMML Corp.”) (the “Company”) is pleased to announce that it has satisfied the escrow release conditions (the “Escrow Release Conditions”) in connection with its previously announced offering (the “Offering”) of subscription receipts (the “Subscription Receipts”) pursuant to which the Company issued 37,814,655 Subscription Receipts at a price of USD$0.58 per Subscription Receipt for aggregate gross proceeds of approximately USD$22,000,000 (the “Subscription Receipt Offering”). The Company delivered an escrow release notice (the “Escrow Release Notice”) to Odyssey Trust Company (the “Subscription Receipt Agent”) pursuant to the terms of a subscription receipt agreement dated June 9, 2021 between the Company, the Subscription Receipt Agent, Eight Capital and Cormark Securities Inc. (the “Subscription Receipt Agreement”) confirming that the Company has satisfied the Escrow Release Conditions, including (i) being issued a receipt for its final (long-form) prospectus dated September 17, 2021 (the “Prospectus”); (ii) obtaining all requisite corporate, shareholder and regulatory approvals in connection with the listing of its subordinate voting shares (the “Subordinate Voting Shares”) on the TSX Venture Exchange (the “TSXV”); and (iii) obtaining conditional approval from the TSXV for the listing of the Subordinate Voting Shares.
In connection with the delivery of the Escrow Release Notice, the escrowed funds held by the Subscription Receipt Agent, less certain commissions and expenses, have been released from escrow to the Company.
Meeting of Shareholders
On September 20, 2021, the Company held its annual and special meeting of shareholders (the “Meeting”). At the Meeting, the Shareholders approved (among other matters):
- a change of the Company’s name from “PMML Corp.” to “Rivalry Corp.” (the “Name Change”);
- a consolidation of the Company’s issued and outstanding shares at a ratio to be determined by the board of directors of the Company (the “Board”); and
- a reorganization of the Company’s share capital whereby each common share of the Company was reclassified as a Subordinate Voting Share and each Class A share of the Company was reclassified as a multiple voting share (the “Multiple Voting Shares”) with each Multiple Voting Share carrying 100 votes per share (the “Reorganization”).
Following the Meeting, the Board approved a consolidation ratio of 4.5 pre-consolidation shares for every one post-consolidation share (the “Consolidation”).
On September 21, 2021, the Company filed articles of amendment to give effect to the Name Change, Consolidation and Reorganization. A copy of the articles of amendment are available under the Company’s issuer profile on SEDAR at www.sedar.com.
Conversion of the Subscription Receipts and Compensation Options
In connection with the delivery of the Escrow Release Notice, 37,814,655 Subscription Receipts were automatically converted, without any further consideration or action by the holders thereof, into 8,403,242 Subordinate Voting Shares (after taking into account the Consolidation and the Reorganization). In connection with the Offering, the Company also issued an aggregate of 1,886,566 compensation options (the “Compensation Options”) to the Agents (as defined below), which upon the delivery of the Escrow Release Notice were automatically converted, without any further consideration or action by the holders thereof, into an aggregate of 419,235 compensation warrants (the “Compensation Warrants”) with each Compensation Warrant entitling the holder thereof to acquire one Subordinate Voting Share at an exercise price of USD $2.61 until March 23, 2023.
The Subscription Receipt Offering was completed by a syndicate of agents co-led by Eight Capital and Cormark Securities Inc. together with Canaccord Genuity Corp and M Partners Inc. (the “Agents”).
Listing of the Shares on the TSXV
As previously announced, the Company has received conditional approval from the TSXV for the listing of the Subordinate Voting Shares and expects the Subordinate Voting Shares to commence trading on the TSXV under the stock symbol “RVLY” at market open on or about October 5, 2021. Listing is subject to the Company fulfilling all listing requirements of the TSXV.