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Rivalry Announces $14 Million Investment to Accelerate Growth

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Rivalry Corp. (the “Company” or “Rivalry”) (TSXV: RVLY) (OTCQX: RVLCF) (FSE: 9VK), the leading sportsbook and iGaming operator for Millennials and Gen Z, today announced a non-brokered private placement offering of convertible debentures (“Convertible Debentures“), and the closing of the first tranche of such offering for aggregate gross proceeds of $14,000,000. The investment comprising this initial closing came from an existing institutional shareholder. All dollar figures are quoted in Canadian dollars.

Under the Offering, each Convertible Debenture will consist of $1,000 principal amount of 10% senior secured convertible debentures of the Company, maturing on November 14, 2027 (the “Maturity Date“). The outstanding principal under the Convertible Debentures will be convertible at the option of the holder, at any time prior to the close of business on the last business day immediately preceding the Maturity Date, into subordinate voting shares in the capital of the Company (“Subordinate Voting Shares“) at the conversion price of $1.40 per Subordinate Voting Share (the “Conversion Price“).

“We are very pleased to receive the support of a long-standing institutional shareholder of Rivalry with this investment,” said Steven Salz, Co-founder and CEO, Rivalry. “Rivalry’s unique product mix and position in the marketplace has brought the business to the inflection point it’s reached today. We’re deeply confident in the underlying trends the business is showing and maintain our expectation to achieve profitability in H1 2024.”

“Strengthening our balance sheet positions the company to maximize the opportunity in front of us. The capital will enable Rivalry to accelerate the development and release of new products, expand marketing efforts, and extend into new geographies and verticals, setting us on a path where we can pursue growth and profitability at the same time,” Salz added.

Terms of the Offering
The Convertible Debentures will bear interest from the date of issue at 10.0% per annum, and will be payable in cash quarterly in arrears on March 30, June 30 September 30 and December 30 of each year (each, an “Interest Payment Date”) commencing December 31, 2025 and will consist of interest accrued from and including the date of issue to the initial Interest Payment Date. Additional tranches of the non-brokered private placement offering may close for aggregate gross proceeds of up to $27,500,000 (inclusive of the initial closing) (the “Offering“).

The Convertible Debentures will be senior secured obligations of the Company, subject to certain exceptions, and will be secured by all of the assets and property of the Company, subject to certain permitted encumbrances, pursuant to a general security agreement, and guaranteed by the Company’s wholly-owned material subsidiaries, and such guarantee shall be secured by a security agreement executed by such subsidiaries granting a first priority security interest on all of their present and after acquired personal property.

The net proceeds received by the Company are expected to be used to fund general working capital and corporate purposes.

The Convertible Debentures shall be offered and sold (i) to investors in Canada on a private placement basis; (ii) to institutional accredited investors in the United States pursuant to available private placement exemptions; (iii) to investors residing in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws; provided that no prospectus, registration statement or similar document is required to be filed in such foreign jurisdiction.

All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

The securities issuable in connection with the Offering 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.

Canada

NorthStar Announces New Partnership Agreement with BettorView

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NorthStar Gaming has announced that it has entered into a partnership agreement with BettorView that will enable NorthStar to engage with consumers in restaurants and bars across Ontario. The partnership provides NorthStar with the opportunity to further expand player acquisition across both sports wagering and online casino in a frictionless and convenient manner.

“Partnering with BettorView will fuel growth and expansion of the NorthStar Bets player base, while also increasing brand awareness amongst priority audiences. The restaurant and bar space is a great sector to reach target consumers who have a high propensity to wager and are often watching live sports and games in a social environment,” said Michael Moskowitz, Chair and CEO of NorthStar Gaming.

As BettorView’s first Canadian iGaming partner, NorthStar will be able to build brand awareness, drive consumer engagement and strengthen its presence in both restaurant and bar environments.

“NorthStar is the ideal partner for us to initiate our entry into Canada with our technology. Our technology allows our gaming and venue partners to customize and localize content so that it fully resonates for sports fans, while also educating them on sports betting and responsible gambling in general. As a Canadian-owned gaming brand with deep Ontario roots, NorthStar shares our appreciation for authentically reaching Ontario sports fans, and we’re proud to partner with them,” Javier Vargas, CEO of BettorView, said.

BettorView reaches consumers through a propriety plug-and-play solution that serves sports betting content to hundreds of venues through its patented technology. BettorView optimizes and customizes the consumer experience to ensure guests receive the most relevant sports and sports wagering information, leading them to spend more time on the platform. Just as importantly, BettorView has continued to extend its commitment to feature safe and responsible gambling content on all of its screens.

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iGaming Ontario to Request Proposals for a Centralized Self-Exclusion Solution in Early 2024

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iGaming Ontario (iGO)’s vision is to lead the world’s best gaming market, which includes building a safer and more enjoyable experience for all igaming players in Ontario. To support players who decide to stop or take a break from gambling, iGO is going to issue a request for proposals (RFP) in early 2024 for a centralized self-exclusion solution that will enable a player to self-exclude from all Ontario regulated igaming operators in a single registration process.

Given the coordinated nature of the program across all regulated igaming operators, including Ontario Lottery and Gaming Corporation (OLG)’s igaming site, the successful bidder will be expected to develop and implement a centralized self-exclusion system that integrates with all operator systems and supports players’ self-exclusion registration, renewal, and reinstatement.

The following are iGO’s principles for centralized self-exclusion:

PLAYER FOCUSED – to provide options to players to support their commitment to take a break, to ensure processes are easy to use with minimal barriers and challenges, and to offer a seamless connection to relevant support services.

SUPPORTIVE – to deliver and execute the program in a non-stigmatized, non-judgmental manner; to be supportive and encouraging so that players feel good about registering in self-exclusion.

TRANSPARENT – to ensure expectations and consequences for players and Operators are clear and information is comprehensive and well-promoted.

SECURE – to ensure player information is securely protected and shared only with relevant employees for the purposes of administering the program.

ROBUST – to implement strong processes and procedures bolstered by secure, responsive, and highly available technology to enable an effective program that supports a player’s goals.

VIABLE – to develop systems and procedures that are manageable and practical for Operators to implement.

With these principles in mind, iGO is seeking interest from responsive and nimble companies that are able to build modern, innovative, secure cloud-based SaaS solutions that are high-profile, public-facing and critically important to building and maintaining the trust and confidence of a wide range of stakeholders. The successful bidder will partner with iGO on a multi-year program to develop best-in-class user experiences by leveraging modern, innovative technology.

Some features for an effective centralized self-exclusion solution include:

  • Allowing players to create and manage their self-exclusion profile and including Know Your Client (KYC) identity verification
  • Providing players with easy access to self-exclusion at any time including while they are gambling on any regulated igaming website
  • Having registration, renewal, and reinstatement processes that are intuitive, simple and offer supporting information.
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Canada

Rivalry Corp Reports Record Third Quarter 2023 Results, Reaffirms H1 2024 Profit Guidance

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Company achieves record Q3 against reduced marketing spend and flattened Opex, highlighting operating leverage; strongest customer KPI’s on a year-to-date basis in Rivalry Corp’s history; positioned to accelerate growth with recently announced $14M capital infusion

  • Betting handle of $105.7 million, up 50% year-over-year, while reducing marketing spend 13%.
  • Revenue of $8.7 million, a 22% increase year-over-year.
  • Gross profit of $4.0 million, up 90% year-over-year.
  • Casino has grown to approximately half of the company’s betting handle in Q3, demonstrating ability to cross-sell next generation bettors and drive growth against unseasonably low viewership in select Q3 eSports events.
  • Year-to-date customer KPI’s the strongest in company history: all-time high average handle per customer, average revenue per user and record low cost of customer acquisition.
  • Year-to-date betting handle has increased 127%, revenue by 70% and gross profit up 175% over the first nine months of 2022. Achieved while reducing marketing spend, highlighting the inherent operating leverage in the business.
  • Subsequent to the quarter end, Rivalry Corp completed a $14 million capital infusion that strengthens the balance sheet and provides the company with capital to pursue growth and profitability at the same time.
  • Company re-affirms guidance, anticipates achieving profitability in H1 2024.
  • Announces virtual investor day to be held on January 17, 2024.

Rivalry Corp (TSXV: RVLY) (OTCQX: RVLCF) (FSE: 9VK), the leading sportsbook and iGaming operator for Millennials and Gen Z, today announced its financial results for the three and nine-month periods ended September 30, 2023. All dollar figures are quoted in Canadian dollars.

“We are proud to have delivered a record third quarter while exercising discipline on costs amidst a challenging capital markets environment for growth companies,” the co-founder and Chief Executive Officer for Rivalry Corp, Steven Salz, said. “Now, with our recently announced capital infusion, we will be able to go back on the offensive, while still maintaining our path to profitability.

“Years of consistent performance, flattened Opex multiple quarters in a row, demonstrated triple-digit growth year-over-year across core metrics year-to-date with all-time high average handle per customer, average revenue per user and record low cost of customer acquisition over that same period gives me high conviction in Rivalry Corp’s future. It is this proven operating leverage, supported by an improving sportsbook margin profile resulting in more revenue per dollar wagered now fuelled by growth capital, that is creating a significant opportunity set for Rivalry Corp. It is that combination which gives us confidence to reaffirm our first half 2024 profitability guidance.”

Third Quarter 2023 Highlights:

  • Betting handle for Q3 2023 was $105.7 million, an increase of $35.4 million or 50% from $70.3 million in Q3 2022.
  • Revenue was $8.7 million in Q3 2023, a record result for a third quarter, representing an increase of $1.6 million or 22% from $7.1 million of revenue in Q3 2022.
  • Gross profit was $4.0 million in Q3 2023, an increase of $1.9 million or 90% from $2.1 million of gross profit in Q3 2022.
  • The casino segment generated approximately half of total betting handle ($50.4 million). Recent casino product launches including a custom-branded slots category, a new original game Cash & Dash and the release of Casino.exe on our iOS mobile app in Ontario set the stage for continued growth and increased player wallet share.
  • Modest decline in operating expenses sequentially continues the trend of effective cost management while still maintaining significant year-over-year growth rates at the company.
  • Net loss was $5.6 million for Q3 2023, a 6% reduction from the net loss of $6.0 million in Q3 2022 and 12% decrease sequentially.
  • Rivalry Corp launched an industry-first same-game parlay product for eSports within the quarter, supporting an improved sportsbook product mix and contributing to an enhanced margin profile.
  • The company had $7.4 million of cash and no debt as at September 30, 2023.
  • On November 15, 2023, Rivalry Corp strengthened its balance sheet with the announcement of a private placement offering of $14 million principal amount senior secured convertible debentures to scale several strategic verticals across marketing, product development and geographic expansion.

Year-to-Date 2023 Highlights:

  • Betting handle for the nine-month period ended September 30, 2023 was $338.1 million, an increase of $189.2 million or 127% from $148.9 million in the comparable period of 2022 while marketing spend decreased by 8%.
  • Revenue was $29.2 million in the first nine months of 2023, representing an increase of $12.0 million or 70% from $17.2 million of revenue the previous year.
  • Gross profit was $13.2 million in the first nine months of 2023, an increase of $8.4 million or 175% from $4.8 million of gross profit a year earlier.
  • Net loss of $15.2 million in the nine-month period ended September 30, 2023, a reduction of $3.6 million compared to a net loss of $18.8 million over the same period in 2022.

Investor Day:

Rivalry Corp is pleased to announce a virtual investor day to be held at 10:00am EST on January 17, 2024. The company will discuss its outlook for 2024, growth initiatives, upcoming product innovations and insights into the Gen Z consumer. More details will be revealed in the coming weeks.

Investor Conference Call:

Management will host a conference call at 10:00am EST on Wednesday, November 29, 2023 to discuss the company’s third quarter 2023 financial results.

  • Dial-in: 888-886-7786 (toll free) or (+1) 416-764-8658 (local or international calls).
  • Webcast: A live webcast can be accessed from the Events section of the company’s website at www. RivalryCorp .com. A replay of the webcast will be archived on the company’s website for one year.

Rivalry Corp’s financial statements and management discussion and analysis for the period ended September 30, 2023 are available on SEDAR+ at www. SedarPlus.ca and on the company’s website at www. RivalryCorp .com.

Stock Options:

The company also announces that it has approved a grant of stock options, pursuant to the terms of the company’s equity incentive plan, to an investor relations service provider. A total of 44,444 stock options have been awarded to such investor relations service provider. The stock options will be exercisable at an exercise price equal to the closing price of the subordinate voting shares on the TSX Venture Exchange two trading days following the issuance of this press release, for a period of five years from the date of the grant. The stock options vest in equal quarterly instalments over a period of twelve months, commencing on the three-month anniversary of the date of the grant.

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