Mr. Steven Salzdoes reports

RIVALRY ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND DEBT RESTRUCTURING

Rivalry Corp. has closed the third tranche of its non-brokered private placement previously announced on Sept. 29, 2025. The company issued 29,937,930 units at a price of five cents per unit for gross proceeds of $1,496,896.50. Each unit consists of one subordinate voting share in the capital of the company and one SV share purchase warrant. Each warrant is exercisable into one SV share at a price of 10 cents per warrant share until Oct. 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 Nov. 15, 2025.

The company is also pleased to announce the closing of its previously announced debt restructuring pursuant to a debt settlement agreement dated Sept. 26, 2025, with the company's senior lender. Pursuant to the debt settlement agreement, the company and the senior lender restructured the company's indebtedness with the senior lender, composed of: (i) the senior secured convertible debenture issued by the company on Nov. 14, 2023, in the principal amount of $14-million; and (ii) certain unsecured promissory notes in the aggregate principal amount of $3.07-million (U.S.) maturing Sept. 30, 2025.

Pursuant to the debt settlement agreement, the company and the senior lender satisfied $12,526,384.88 of indebtedness owing by the company to the senior lender through the issuance of 250,527,697 units at the offering price. Each debt settlement unit consists of one SV share and one SV share purchase warrant. Each debt settlement warrant is exercisable into one SV share at a price of 10 cents per DS warrant share until Oct. 24, 2027. The $8.48-million principal amount of indebtedness 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 10 cents per SV share; (ii) the maturity date of the secured debenture is Nov. 14, 2028; and (iii) no interest is payable under the secured debenture until Dec. 31, 2026. 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 TSX Venture Exchange, 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 per cent 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 chief executive officer of Rivalry.

About Rivalry Corp.

Rivalry Corp. wholly owns and operates Rivalry Ltd., a leading sports betting and media company offering fully regulated on-line wagering on e-sports, traditional sports and casino for the digital generation. Based in Toronto, Rivalry operates a global team in more than 20 countries and growing. Rivalry Ltd. has held an Isle of Man licence since 2018, considered one of the premier on-line gambling jurisdictions, as well as an Internet gaming registration in Ontario, and is currently in the process of obtaining additional country licences. With world-class creative execution and brand positioning in on-line culture, a native crypto token and demonstrated market leadership among digital-first users, Rivalry is shaping the future of on-line gambling for a generation born on the Internet.

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