Rivalry arranges $5.52-million private placement

Executive Summary

• Rivalry Corp. is completing a non‑brokered private placement of up to 110.4 million units at $0.05 per unit, targeting gross proceeds of up to $5.52 M.
• The company has entered into a debt settlement agreement with its senior lender, restructuring $14 M secured convertible debenture and $3.07 M unsecured promissory notes, reducing outstanding principal to $8.48 M and converting $12.53 M of debt into 250,527,697 units.
• The private placement and debt restructuring finalize Rivalry’s strategic review that began in April 2025, positioning the company for growth with a stronger capital structure.

Key Details

• Private Placement Terms
• Up to 110.4 M units at $0.05 per unit → max gross proceeds $5.52 M.
• Each unit: 1 subordinate voting (SV) share + 1 SV‑share purchase warrant (exercisable at $0.10 for 24 months).
• Binding subscription agreement with a strategic family office for 82,758,620 units, providing $4,137,931 of initial proceeds.
• First tranche expected to close ≈ Oct 8 2025, subject to TSX‑V approval and other conditions.

• SV shares subject to a four‑month statutory hold period.

• Use of Proceeds

• Corporate development and general working capital purposes.

• Debt Settlement Agreement (dated Sept 26 2025)

• Restructures senior secured convertible debenture ($14 M issued Nov 14 2023) and unsecured promissory notes ($3.07 M U.S.).
• Company will satisfy $12,526,384.88 of indebtedness by issuing 250,527,697 units at the offering price.

• Remaining secured debenture principal reduced to $8.48 M.

• Amended Debenture Terms

• Convertible into SV shares at $0.10 per share.
• Maturity extended to Nov 14 2028.

• No interest payable until Dec 31 2026.

• Control Person & Shareholder Approval

• Senior lender becomes a control person under securities law.

• Shareholder approval obtained via written consent from holders of >50 % voting rights, satisfying TSX‑V policy.

• Closing Conditions

• Debt restructuring expected to close ≈ Oct 8 2025, contingent on approvals and completion of the private placement (minimum initial subscription proceeds).

• Securities issued in the restructuring also subject to a four‑month statutory hold period.

• Strategic Review Conclusion

• Announces end of strategic review initiated April 2025, referenced in prior releases (Apr 7, Jul 2, Jul 14, Aug 29 2025).

Notable Quotes

“This marks the conclusion of a thorough strategic review and the start of Rivalry's next chapter. With this financing and debt restructuring, Rivalry emerges stronger and better capitalized, having eliminated significant debt, secured funding for near‑term priorities and aligned our largest stakeholder with shareholders, positioning the company to focus on growth and sustained value creation,” – Steven Salz, Co‑founder & CEO.