TORONTO, Oct. 24, 2025 (GLOBE NEWSWIRE) — Rivalry Corp. (“Company” or “Rivalry“) (TSXV: RVLY) (OTCQX: RVLCF) (FSE: 9VK), a 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 (“”Private placement“), which was previously announced on September 29, 2025. The company produced 29,937,930 units (“Units“) priced at C$0.05 per unit (“Offer price“), with gross proceeds of C$1,496,896.50. Each Share consists of one (1) subordinated voting share in the capital of the Company (each – “SV Share“) and one (1) SV Share Purchase Warrant (each a “OrderEach warrant is exercisable in one (1) share of SV (each “Share warrant“) at a price of C$0.10 per warrant share until October 8, 2027. The SV shares, warrants and warrants are subject to a four-month statutory holding period in accordance with applicable securities laws. The Company intends to use the net proceeds from the private placement for corporate development and general working capital purposes. The Company may complete the final tranche of the private placement no later than 15 November 2025.
The Company is also pleased to announce the completion of its previously announced debt restructuring pursuant to a debt settlement agreement dated September 26, 2025 (“Debt settlement agreement“) with the senior creditor of the Company (“Senior creditor“). Pursuant to the Debt Settlement Agreement, the Company and the Senior Lender have restructured the Company's indebtedness to the Senior Lender consisting of (i) a senior secured convertible debenture issued by the Company on November 14, 2023 in the principal amount of C$14,000,000 (“Secured debt obligations“), and (ii) certain unsecured notes in the aggregate amount of US$3,070,000 due September 30, 2025 (collectively “Debt“).
Pursuant to the Debt Settlement Agreement, the Company and the Senior Lender have settled the Company's indebtedness to the Senior Lender in the amount of C$12,526,384.88 by issuing 250,527,697 units (“Debt settlement departments“), at the placement price (“Debt settlement“). Each debt settlement unit consists of one (1) SV share and one (1) SV share purchase warrant (each a “Debt repayment orderEach debt redemption warrant is exercisable into one (1) SV share (each “DS Warrant ShareA principal amount of C$8,480,000 currently remains outstanding under the Secured Notes, which have been amended to provide that: (i) the Secured Notes are convertible into SV Shares at a conversion price of $0.10 per SV Share; (ii) the maturity date of the Secured Notes is November 14, 2028; (iii) no interest on the Secured Notes will become due and payable until December 31, 2026 (collectively, “Amendments to debt obligationsand, together with the Repayment of Debt, “Debt restructuring“) Securities issued in connection with the Debt Restructuring are subject to a four-month statutory hold period in accordance with applicable securities laws.
As a result of the Debt Restructuring, the Senior Lender became the “controlling person” of the Company within the meaning of applicable securities laws. In accordance with TSXV policy, the Company has obtained shareholder approval in connection with the creation of a new controlling entity through a written consent signed by the holders of more than 50% of the voting rights vested in the Company's issued and outstanding voting shares.
“The completion of this transaction closes an important chapter for Rivalry. Over the past year, we have rebuilt the business, reduced operating expenses, improved division economics and secured new capital while restructuring our debt. With a stronger balance sheet and a long-term partner, Rivalry is positioned to continue focused execution and growth,” said Steven Saltz, co-founder and CEO director of Rivalry.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor is there any sale of any 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 (“US Securities Law“) or any applicable state securities laws and may not be offered or sold in the United States unless registered under the United States Securities Act and applicable state securities laws or an exemption from such registration requirements.
About rivalry
Rivalry Corp. wholly owned and operated Rivalry LimitedA leading sports betting and media company offering fully regulated online betting across eSports, traditional sports and casinos for the digital generation. Based in Toronto, Rivalry manages a global team in over 20 countries and continues to grow. Rivalry Limited has been licensed in the Isle of Man since 2018, which is considered one of the leading jurisdictions for online gambling, as well as an online gaming registration in Ontario and is currently in the process of obtaining additional country licenses. With world-class creative execution and brand positioning in online culture, a proprietary crypto token, and demonstrated market leadership among digitally-first consumers, Rivalry is shaping the future of online gambling for the internet-born generation.
No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Company contact information:
Stephen Saltz, co-founder and CEO
[email protected]
Investor contact person:
[email protected]
Cautionary Note Regarding Forward-Looking Information and Statements
This press release contains certain forward-looking information within the meaning of applicable Canadian securities laws (“forward-looking statements”). All statements other than statements of current or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “expect”, “achieve”, “may”, “believe”, “plan”, “intend”, “objective”, “ongoing”, “current”, “estimate”, “outlook”, “anticipate”, “project” and similar words, including negative ones suggesting future results or that certain events or conditions “may” or “will” happen. These statements are only predictions.
Forward-looking statements are based on the opinions and estimates of the Company's management as of the date the statements are made based on information then available to the Company. Various factors and assumptions are applied in drawing conclusions or making the projections or projections set forth in forward-looking statements. Forward-looking statements are subject to a number of known and unknown variables, risks and uncertainties, many of which are beyond the Company's control, which may cause the Company's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors include, but are not limited to, regulatory or policy changes such as changes in applicable laws and regulations; the ability to obtain and maintain the necessary licenses; the eSports and sports betting industry is a highly regulated industry; the complex and evolving regulatory environment for the online gaming and gaming industry; the success of eSports and other betting products is not guaranteed; changes in public perception of the esports and online gambling industry; failure to retain or add customers; A company with a limited operating history; negative cash flow from operations and the Company's ability to operate as a going concern; operational risks; cybersecurity risks; dependence on management; dependence on third parties and third-party networks; currency risks; risks associated with transactions with cryptocurrencies; risk of intellectual property rights infringement or unfounded claims; the impact of capital market conditions and other factors on the availability of capital; competition, including from more established or better financed competitors; and general economic, market and business conditions. For additional risks, see the Company's management's discussion and analysis for the year ended December 31, 2024 under “Risk Factors” and other disclosure documents available on the Company's SEDAR+ profile at: www.sedarplus.ca.
There can be no assurance that the expectations reflected in the forward-looking statements will prove to be correct. Although the forward-looking statements contained in this press release are based on what management of the Company believes or believed at the time to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements as there may be other factors that may cause results not to be as expected, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this press release. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements contained or referred to in this press release except as required by applicable securities laws.
Source: Rivalry Corp.
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