Rivalry Announces Private Placement and Restructuring of Outstanding Indebtedness, Concluding Its Strategic Review Process

Core Viewpoint - Rivalry Corp. is completing a non-brokered private placement to raise up to C$5,520,000 and has entered into a debt settlement agreement to restructure its outstanding indebtedness, marking the conclusion of its strategic review process [1][9][10] Private Placement - The private placement involves issuing up to 110,400,000 units at a subscription price of C$0.05 per unit, with each unit consisting of one subordinate voting share and one warrant [2] - A strategic family office has committed to purchase 82,758,620 units for gross proceeds of C$4,137,931 as part of the initial subscription [2] - The first tranche of the private placement is expected to close around October 8, 2025, subject to necessary approvals [3] Use of Proceeds - Proceeds from the private placement will be utilized for corporate development and general working capital purposes [4] Debt Restructuring - The company has entered into a debt settlement agreement to restructure C$12,526,384.88 of its indebtedness through the issuance of 250,527,697 units at the offering price [6] - After the debt settlement, C$8,480,000 of principal amount will remain outstanding under the secured debenture, which will be convertible into shares at a price of $0.10 per share [6] - The maturity date of the secured debenture will be extended to November 14, 2028, with no interest payable until December 31, 2026 [6] Control Person Status - Following the debt restructuring, the senior lender will become a "control person" of the company, requiring shareholder approval, which has been obtained from holders of over 50% of voting rights [7] Conclusion of Strategic Review - The strategic review process initiated in April 2025 has concluded, positioning Rivalry for growth and sustained value creation [9][10]