Rivalry Announces Closing of Private Placement and Debt Restructuring
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 third tranche of its non-brokered private placement (the “Private Placement“) previously announced on September 29, 2025. The Company issued 29,937,930 units (“Units“) at a price of C$0.05 per Unit (the “Offering Price“), for gross proceeds of C$1,496,896.50. Each Unit consists 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 is exercisable into one (1) SV Share (each, a “Warrant Share“) at a price of C$0.10 per Warrant Share until October 8, 2027. The SV Shares, Warrants and Warrant Shares are subject to a four-month statutory hold period, in accordance with applicable securities legislation. The Company intends to use the net proceeds from the Private Placement for corporate development and general working capital purposes. The Company may complete a final tranche of the Private Placement on or prior to November 15, 2025.
The Company is also pleased to announce the closing of its previously announced debt restructuring pursuant to a debt settlement agreement dated September 26, 2025 (the “Debt Settlement Agreement“) with the Company’s senior lender (the “Senior Lender“). Pursuant to the Debt Settlement Agreement, the Company and the Senior Lender restructured 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 satisfied C$12,526,384.88 of Indebtedness owing by the Company to the Senior Lender through the issuance of 250,527,697 units (the “Debt Settlement Units“), at the Offering Price (the “Debt Settlement“). Each Debt Settlement Unit consists of one (1) SV Share and one (1) SV Share purchase warrant (each, a “Debt Settlement Warrant“). Each Debt Settlement Warrant is exercisable into one (1) SV Share (each, a “DS Warrant Share“) at a price of C$0.10 per DS Warrant Share until October 24, 2027. C$8,480,000 principal amount of Indebtedness now remains outstanding under the Secured Debenture, which was amended to provide that: (i) the Secured Debenture is convertible into SV Shares at a conversion price of $0.10 per SV Share; (ii) the maturity date of the Secured Debenture is November 14, 2028; and (iii) no interest is payable under the Secured Debenture until December 31, 2026 (collectively, the “Debenture Amendments” and, together with the Debt Settlement, the “Debt Restructuring“). The securities issued in connection with the Debt Restructuring are subject to a four-month statutory hold period, in accordance with applicable securities legislation.
As a result of the Debt Restructuring, the Senior Lender became a “control person” of the Company within the meaning of applicable securities laws. In accordance with the policies of the TSXV, the Company obtained shareholder approval in connection with the creation of a new control person 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 completion of this transaction closes an important chapter for Rivalry. Over the past year we rebuilt the business, reduced operating costs, improved unit economics, and secured new capital while restructuring our debt. With a stronger balance sheet and long-term aligned partner, Rivalry is positioned to continue driving focused execution and growth,” said Steven Salz, Co-Founder and CEO of Rivalry.
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.
