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Rivalry Closes Non-Brokered Private Placement Of Approximately $2.0 Million

Published

3 months ago

November 27, 2024

Rivalry Corp. (the “Company” or “Rivalry“) (TSXV: RVLY) (OTCQX: RVLCF) (FSE: 9VK), the leading sportsbook and iGaming operator for digital-first players, is pleased to announce that it has closed the initial tranche of a non-brokered private placement of 12,930,707 units of the Company (the “Units“), at a price of $0.15 per Unit, for aggregate gross proceeds of approximately $1.94 million (the “Offering“).

The Company may complete one or more additional closings, for aggregate gross proceeds (together with the proceeds raised under the initial closing) of up to approximately USD$3 million. Unless otherwise noted, all dollar figures are quoted in Canadian dollars.

“This initial tranche of our non-brokered private placement was primarily subscribed to by insiders, family and friends, and long-term shareholders,” said Steven Salz, Co-Founder and CEO of Rivalry. “This commitment and demonstration of support is deeply gratifying as we press ahead into a new chapter for the Company.”

Each Unit is comprised of one (1) subordinate voting share in the capital of the Company (each, a “Subordinate Voting Share“) and one-half of one (1/2) Subordinate Voting Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant is exercisable into one Subordinate Voting Share in the capital of the Company (each, a “Warrant Share“) at a price of $0.25 per Warrant Share for a period of 12 months from the date hereof, subject to the Company’s right to accelerate the expiry date of the Warrants upon 30 days’ notice in the event that the closing price of the Subordinate Voting Shares is equal to or exceeds $0.50 on the TSX Venture Exchange (or such other recognized Canadian stock exchange as the Subordinate Voting Shares are primarily traded on) for a period of 10 consecutive trading days.

The Company intends to use the proceeds from the Offering for corporate development and general working capital purposes.

The Subordinate Voting Shares and Warrants, and any securities issuable upon exercise thereof, are subject to a four-month statutory hold period, in accordance with applicable securities legislation.

The Company has paid an aggregate of $14,953.74 in finder’s fees in connection with the closing of the first tranche of the Offering.

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

1,333,300 Units were issued to Steven Isenberg, a director of the Company and a “related party” (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“)) and such issuance is considered a “related party transaction” for the purposes of MI 61-101. Such related party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities being issued to the related parties nor the consideration being paid by the related parties exceeded 25% of the Company’s market capitalization. The purchasers of the Units and the extent of such participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the transactions contemplated hereby pursuant to a material change report filed at least 21 days prior to the completion of such transactions.

Latest News

Arizona Boxing and Mixed Martial Arts Commissioner, Joe Pennington, Retiring After 24 Years of Service

Published

1 hour ago

March 3, 2025

Adrienn Sarkany

After serving over 24 years as a Commissioner on the Arizona Boxing and Mixed Martial Arts (“MMA”) Commission, Joe Pennington presided over his final commission meeting on Wednesday, February 19, 2025. Pennington was appointed to the Arizona Boxing and MMA Commission in 2001 by Governor Jane Hull and served under the next four administrations of Janet Napolitano, Jan Brewer, Doug Ducey, and Katie Hobbs.

During his tenure, Commissioner Pennington played a key role in strengthening safety protocols for fighters and reinforcing Arizona’s position as a leader in combat sports regulation. He is most proud of the Commission’s commitment to combatant safety, exemplified by the adoption of the concussion protocol and testing, the passage of 581679, the Boxing/MMA Omnibus Bill, in 2024, and the adoption of rules for Boxing, MMA, Kickboxing, Muay Thai, and Tough Man competitions. Last fall, the Arizona Boxing & MMA Commission was recognized as “Commission of the Year” at the North American Boxing Federation Awards Banquet for its regulatory efforts.

“It has been a pleasure to work alongside Commissioner Pennington over the last few years,” said Danny Vella, Executive Director of ADG’s Boxing and MMA Division. “I am grateful for his nearly two and a half decades of dedicated service and commitment to enhancing combat sports regulation in Arizona. I wish Mr. Pennington the best in his retirement and look forward to the continued impact of his tremendous contributions.”

“On behalf of the Arizona Department of Gaming, I want to extend our deepest gratitude to Commissioner Joe Pennington for his unwavering dedication and service to the Boxing & Mixed Martial Arts community in Arizona,” said Director Jackie Johnson, ADG. “Through multiple administrations, his commitment to integrity, fairness, and the growth of combat sports has left a lasting impact on the industry and the state. We thank him for his years of leadership and public service.”

Serving in his final commission meeting, Commissioner Pennington was presented a commendation from Executive Director Vella on behalf of Governor Katie Hobbs, receiving well wishes from several attendees of the Arizona Boxing and MMA Commission meeting on Wednesday, February 19, 2025, The Department and its staff wish Mr. Pennington a joyous and adventurous retirement, and we are forever grateful for his 24 years of service to combat sports safety and regulation in Arizona.

Latest News

Continent 8 Technologies Launches its Data Center in Missouri

Published

2 hours ago

March 3, 2025

Niji Narayan

Continent 8 Technologies, the leading provider of global managed hosting, connectivity, cloud and cybersecurity solutions to the iGaming and online sports betting industry, has launched its data center and managed and professional services in Missouri.

Following the approval of Missouri Amendment 2 on November 5, 2024, the Missouri Gaming Commission (MGC) is preparing the state for the launch of its regulated online sports betting market, scheduled for December 1, 2025. Continent 8’s first-to-market strategic approach provides Missouri online sports betting operators and suppliers with immediate access to Continent 8’s data center, along with a full suite of best-in-class services that facilitate the rapid deployment of secure, resilient, zero-compromise gaming platforms.

The US continues to be a strategic market for Continent 8, as it remains not only the fastest growing, but only end-to-end solutions provider for the gaming industry in the nation. Continent 8 possesses requisite regulatory licenses, certifications, approvals, and registrations across more than 30 states, including Michigan, New Jersey, Pennsylvania, and now Missouri. The most recent EGR Power US Rankings underscores Continent 8’s position as the premier service provider in the industry, servicing and supporting 95% of the listed operators.

Michael Tobin, CEO and Founder of Continent 8 Technologies, said: “The approval of Missouri Amendment 2 highlights the continuous growth of the regulated and highly competitive US online sports betting market. We are thrilled to already be engaged with numerous customers and actively preparing their environments for the soon-to-open market.

“Our approach, anchored in regulatory compliance, ensures that gaming operators and suppliers are equipped with market-ready solutions to swiftly establish state-compliant, secure and uncompromising infrastructures, while providing ample time to optimize their platforms well in advance of the state’s launch date.”

Latest News

PA Gaming Control Board Levies Fines Totaling $81,575

Published

2 hours ago

March 3, 2025

Niji Narayan

The Pennsylvania Gaming Control Board has approved two consent agreements presented by its Office of Enforcement Counsel (OEC) resulting in total fines of $81,575.

Both fines were assessed against PID LLC, operator of Presque Isle Downs & Casino in Erie County:

• A $50,000 fine for having less than the approved number of active slot machines on the floor; and,

• A $31,575 fine for failure to timely file a Principal License application.

Copies of any of the approved Consent Agreements containing additional details are available upon request through the Board’s Office of Communications.

The Board also took action to place, or deny requests for removal of a previous placement, of 9 individuals from its various Involuntary Exclusion Lists. Placement on an Involuntary Exclusion List prohibits individuals from either gaming in a casino in Pennsylvania, via an online betting site regulated by the Board, or a Video Gaming Terminal (VGT) location. Currently, 1344 persons are on the Board’s various Involuntary Exclusion Lists.

The actions by the Board include three individuals who left a minor or minors unattended while gambling in a Pennsylvania casino. Placed on the list were:

• A male patron who left a 5-year-old unattended in a vehicle in the valet parking lot at Rivers Casino Philadelphia for 12 minutes as he attempted to conduct financial business in the casino; and,

• A male patron who left a 10-year-old unattended in a vehicle with the windows rolled up and engine not running in the parking garage of Wind Creek Casino for 45 minutes with an outside temperature of 90 degrees while he gambled on slot machines.

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Denied their requested removal from earlier placement on the Involuntary Exclusion list were:

• A female patron who, in 2022, left three minors, ages 10, 14 and 15, unattended in a vehicle in the parking garage of Hollywood Casino at Penn National Race Course for one hour 41 minutes while she gambled at slot machines.

Actions such as these to deny statewide gambling privileges serve as a reminder that adults are prohibited from leaving minors unattended in the parking lot or garage, a hotel, or other venues at a casino since it creates a potentially unsafe and dangerous environment for the children. To compliment the efforts by casinos to mitigate this issue, the Board created an awareness campaign, “Don’t Gamble with Kids”.