Rivalry Corp. (the “Company” or “Rivalry”) (TSXV: RVLY)(OTCQX: RVLCF) (FSE: 9VK), an internationally regulated sports betting and media company, today announced its financial results for the three-month period ended March 31, 2023, and closing of the second tranche of its previously announced strategic financing. All dollar figures are quoted in Canadian dollars.

“Our position at the intersection of esports and entertainment continues to create operating leverage in the business and drive organic growth as seen in our most impressive quarterly results to date,” said Steven Salz, Co-Founder and CEO of Rivalry. “Rivalry’s content and brand strategy is setting the industry precedent for betting entertainment, allowing us to acquire customers profitably and engage them through authentic touchpoints without having to consistently deploy additional marketing and promotional spend for growth. And it is this approach that is generating breakthrough industry economics, user engagement, and charting a path to profitability for the Company that we are very bullish on.”

First Quarter 2023 Highlights

• Betting handle for the three-month period ended March 31, 2023 was $120.2 million, representing an all-time high in any quarter for the Company. Betting handle increased year-over year by $80.0 million or 199% from $40.2 million in Q1 2022, and sequentially by $36.2 million or 43% from the previous quarterly record of $83.9 million in Q4 2022.
• Revenue for Q1 2023 was $12.0 million, the Company’s highest-ever revenue in any quarter. Revenue increased by $7.2 million or 151% from $4.8 million in Q1 2022, and by $2.5 million or 27% over Q4 2022 revenue of $9.4 million.
• Gross profit was $5.4 million in Q1 2023, a record high for the Company representing an increase of $4.8 million from $0.7 million of gross profit in Q1 2022, and up $0.4 million or 9% from Q4 2022 gross profit of $5.0 million.
• Net loss was $3.3 million for Q1 2023, a 50% reduction from the net loss of $6.6 million in Q1 2022, and the fifth consecutive sequential decrease in net loss, highlighting a continued focus on operational efficiency.
• Material Key Performance Indicators growth was achieved despite a 5% year-over-year reduction in marketing expenses, demonstrating the effectiveness of the Company’s brand strategy and its ability to convert users profitably and drive growth independent of marketing spend.
• User registrations reached 1.5 million at the end of Q1, up 114% year-over-year, with Millennial and Gen Z consumers representing 97% of active users.
• Product and tech innovation efforts across casino and sportsbook continue to distinguish Rivalry in competitive market and drive user activity through original, engaging, and interactive online betting experience.
• Rivalry’s creator partners and owned media properties reached a total of 85 million followers, deepening organic acquisition strategy among core target audience and ability to activate customers during tentpole esports events through authentic touchpoints.
• The Company had $13.1 million of cash and no debt as at March 31, 2023.² Subsequent to the end of the quarter, the Company raised a total of approximately $7.3 million through a non-brokered private placement announced on April 26, 2023 (the “Private Placement”).

“Building innovative products, which add to an overall unique and interactive betting experience on Rivalry, will remain a strategic focus in 2023,” Salz added. “The competitive advantage of engaging and fun products is increased user activity and satisfaction, and when combined with a profitable acquisition strategy, creates a flywheel effect in the business generating consistent organic momentum and enhancing our operational efficiency.”

Previously Announced Strategic Financing

Subsequent to the end of the first quarter, Rivalry announced a strategic financing that will enable the Company to accelerate its operational objectives and pursue strategic growth opportunities. Led by sports betting, technology, and payments stakeholders, the financing represents a validation of the Company’s unique market strategy and success among the Gen Z and Millennial demographic.

On May 5, 2023, the Company closed a first tranche of the private placement for gross proceeds of $6,916,519.50 through the issuance of 4,611,013 subordinate voting shares in the capital of the Company (“Subordinate Voting Shares”) at a price of $1.50 per Subordinate Voting Share. On May 23, 2023, the Company closed a second tranche of the Private Placement for aggregate gross proceeds of $382,498.50 through the issuance of 254,999 Subordinate Voting Shares. The Company paid finder’s fees in the amount of $19,775 in connection with the closing of the second tranche of the Private Placement. In connection with the Private Placement, the Company has issued an aggregate of 4,866,012 Subordinate Voting Shares for gross proceeds of $7,299,018. The Company expects to close an additional tranche of the Private Placement no later than June 23, 2023. All of the Subordinate Voting Shares issued in connection with the Private Placement are subject to a four-month and one day statutory hold period from the date of issuance. The Company expects to use the proceeds from the Private Placement to accelerate operational objectives and pursue strategic growth opportunities.

The Subordinate Voting Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

A director of the Company subscribed for 33,333 Subordinate Voting Shares in the Private Placement and such subscription constitutes a related party transaction within the meaning of applicable Canadian securities laws. This subscription was exempt from the formal valuation and minority approval requirements applicable to related party transactions on the basis that the value of the transaction was less than 25% of the Company’s market capitalization. A material change report in respect of the related party transaction could not be filed earlier than 21 days prior to the closing of the Private Placement due to the limited time between the commitment by the director to purchase the subject Subordinate Voting Shares and the closing of the Private Placement.

Investor Conference Call

Management will host a conference call at 10:00 a.m. EDT on Wednesday, May 24, 2023 to discuss the Company’s first quarter 2023 financial results.

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A replay of the webcast will be archived on the Company’s website for one year.

Rivalry’s financial statements and management discussion and analysis for the three months ended March 31, 2023 are available on SEDAR at www. sedar. com, and on the Company’s website at www. rivalrycorp .com.