Rivalry the leading sportsbook and iGaming operator for digital-first players, today announces that it is completing a non-brokered private placement for aggregate gross proceeds of up to C$5,520,000 and that it has entered into a debt settlement agreement, pursuant to which the Company’s senior lender has agreed to restructure the Company’s outstanding indebtedness.

The Company also announces the conclusion of its strategic review process.

The Company is undertaking a non-brokered private placement of up to 110,400,000 units (each, a “Unit”) at a subscription price of C$0.05 per Unit , for aggregate gross proceeds of up to C$5,520,000. Each Unit will be comprised of one (1) subordinate voting share in the capital of the Company (each, a “SV Share”) and one (1) SV Share purchase warrant.

Each Warrant will be exercisable into one at a price of $0.10 per Warrant Share for a period of 24 months. As of the date hereof, the Company has entered into a binding subscription agreement with a strategic family office, whereby such subscriber has agreed to purchase an aggregate of 82,758,620 Units under the Private Placement for aggregate gross proceeds to the Company of C$4,137,931 (the “Initial Subscription”).

The Company also announces that it has entered into a debt settlement agreement dated September 26, 2025 (the “Debt Settlement Agreement”), with the Company’s senior lender (the “Senior Lender”), pursuant to which the Company and the Senior Lender have agreed to restructure the Company’s indebtedness with the Senior Lender, comprised of (i) the senior secured convertible debenture issued by the Company on November 14, 2023, in the principal amount of C$14,000,000 (the “Secured Debenture”), and (ii) certain unsecured promissory notes in the aggregate principal amount of US$3,070,000 maturing September 30, 2025 (collectively, the “Indebtedness”).

As a result of the Private Placement and the Debt Restructuring, the Company also announces that it is concluding the strategic review process that it commenced in April 2025, as further described in the Company’s press releases dated April 7, 2025, July 2, 2025, July 14, 2025 and August 29, 2025.

“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,” said Steven Salz, Co-Founder and CEO of Rivalry.

The Private Placement is expected to close in one or more tranches, with the first tranche expected to close on or about October 8, 2025, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “TSXV”). The SV Shares issued in connection with the Private Placement will be subject to a four-month statutory hold period, in accordance with applicable securities legislation.