Rivalry Announces Closing of Private Placement and Debt Restructuring
Executive Summary
- Rivalry Corp. closed the third tranche of its non‑brokered private placement, issuing 29,937,930 units at C$0.05 per unit for gross proceeds of C$1,496,896.50.
- The company also completed a debt restructuring with its senior lender, settling C$12,526,384.88 of indebtedness by issuing 250,527,697 Debt Settlement Units and amending the existing secured debenture (remaining principal C$8.48 M).
- Net proceeds will be used for corporate development and general working capital; the senior lender now qualifies as a “control person” following shareholder approval.
Key Details
- Private Placement (Third Tranche)
- Units issued: 29,937,930
- Offering price: C$0.05 per unit
- Gross proceeds: C$1,496,896.50
- Unit composition: 1 subordinate voting share (SV Share) + 1 SV Share purchase warrant
- Warrant exercise price: C$0.10 per share, exercisable until Oct 8 2027
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Four‑month statutory hold period applies to all securities issued.
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Use of Proceeds
- Corporate development and general working capital purposes.
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Potential final tranche may be completed on or before Nov 15 2025.
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Debt Restructuring (Debt Settlement Agreement)
- Indebtedness satisfied: C$12,526,384.88 of total C$14,000,000 secured debenture and US$3,070,000 unsecured notes.
- Debt Settlement Units issued: 250,527,697 (each unit = 1 SV Share + 1 warrant).
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Warrant exercise price for settlement warrants: C$0.10 per share, exercisable until Oct 24 2027.
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Amended Secured Debenture
- Remaining principal: C$8,480,000.
- Conversion price: $0.10 per SV Share.
- New maturity date: Nov 14 2028.
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No interest payable until Dec 31 2026.
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Control Person Status
- Senior lender became a “control person” under securities laws.
- Shareholder approval obtained via written consent from holders of >50% voting rights.
Notable Quotes
“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,” – Steven Salz, Co‑Founder & CEO
Materiality: Material – Positive (significant financing and debt restructuring that improves the company’s balance sheet and provides capital for growth).