Rivalry Closes Non-Brokered Private Placement Of Approximately $2.0 Million

Rivalry Corp. (the “Company” or “Rivalry“) (TSXV: RVLY) (OTCQX: RVLCF) (FSE: 9VK), the leading sportsbook and iGaming operator for digital-first players, is pleased to announce that it has closed the initial tranche of a non-brokered private placement of 12,930,707 units of the Company (the “Units“), at a price of $0.15 per Unit, for aggregate gross proceeds of approximately $1.94 million (the “Offering“).

The Company may complete one or more additional closings, for aggregate gross proceeds (together with the proceeds raised under the initial closing) of up to approximately USD$3 million. Unless otherwise noted, all dollar figures are quoted in Canadian dollars.

“This initial tranche of our non-brokered private placement was primarily subscribed to by insiders, family and friends, and long-term shareholders,” said Steven Salz, Co-Founder and CEO of Rivalry. “This commitment and demonstration of support is deeply gratifying as we press ahead into a new chapter for the Company.”

Each Unit is comprised of one (1) subordinate voting share in the capital of the Company (each, a “Subordinate Voting Share“) and one-half of one (1/2) Subordinate Voting Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant is exercisable into one Subordinate Voting Share in the capital of the Company (each, a “Warrant Share“) at a price of $0.25 per Warrant Share for a period of 12 months from the date hereof, subject to the Company’s right to accelerate the expiry date of the Warrants upon 30 days’ notice in the event that the closing price of the Subordinate Voting Shares is equal to or exceeds $0.50 on the TSX Venture Exchange (or such other recognized Canadian stock exchange as the Subordinate Voting Shares are primarily traded on) for a period of 10 consecutive trading days.

The Company intends to use the proceeds from the Offering for corporate development and general working capital purposes.

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The Subordinate Voting Shares and Warrants, and any securities issuable upon exercise thereof, are subject to a four-month statutory hold period, in accordance with applicable securities legislation.

The Company has paid an aggregate of $14,953.74 in finder’s fees in connection with the closing of the first tranche of the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any applicable state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

1,333,300 Units were issued to Steven Isenberg, a director of the Company and a “related party” (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“)) and such issuance is considered a “related party transaction” for the purposes of MI 61-101. Such related party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities being issued to the related parties nor the consideration being paid by the related parties exceeded 25% of the Company’s market capitalization. The purchasers of the Units and the extent of such participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the transactions contemplated hereby pursuant to a material change report filed at least 21 days prior to the completion of such transactions.