Rivalry Announces Grant of Management Cease Trade Order

TORONTO, May 02, 2025 (GLOBE NEWSWIRE) — Rivalry Corp. (TSXV: RVLY) (OTCQB: RVLCF) (“Rivalry” or the “Company”), the leading sportsbook and iGaming operator for digital-first players, announces today that it was unable to meet the April 30, 2025 deadline to file its Audited Annual Financial Statements, Management’s Discussion and Analysis, and related CEO and CFO certificates for the fiscal year ended December 31, 2024 (collectively, the “Annual Filings”), as required under applicable Canadian securities laws.

In connection with the Company’s inability to file the Annual Filings on time, the Company applied, and received approval, for a Management Cease Trade Order (the “MCTO”) from the Ontario Securities Commission under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”). The Company will have until June 30, 2025 to file its Annual Filings. The Company remains confident in its ability to complete the Annual Filings by this date.

Until the Company files the Annual Filings, it will comply with the guidelines set out in Part 3(10) of NP 12-203. The guidelines, among other things, require the Company to issue bi-weekly default status reports in the form of news releases.

While the MCTO is in effect, the general investing public will continue to be able to trade freely in the Company’s listed subordinate voting shares. However, the MCTO will prohibit the Company’s Chief Executive Officer and Interim Chief Financial Officer from trading securities of the Company for so long as the Annual Filings are not filed. Additionally, the Company will be prohibited from directly or indirectly issuing or acquiring securities from insiders or employees of the Company until such time as the Annual Filings and all continuous disclosure filings have been filed by the Company, and the MCTO has been lifted.

The Company confirms as of the date of this news release that there is no insolvency proceeding against it and there is no other material information concerning the affairs of the Company that has not been generally disclosed.

The Company also announces that it has secured a US$600,000 principal amount senior unsecured loan from its existing senior lender, maturing on September 30, 2025, with an interest rate of 10% per annum (the “Loan”). The Loan reinforces the Company’s senior lender’s support for the Company’s ongoing strategic review process and provides the Company with additional flexibility to continue pursuing its strategic initiatives to maximize long-term stakeholder value.

About Rivalry

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

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Company Contact:
Steven Salz, Co-founder & CEO
ss@rivalry.com

Investor Contact:
investors@rivalry.com

Cautionary Note Regarding Forward-Looking Information and Statements

This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws (“forward-looking statements”). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “project” and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking statements in this news release include, but are not limited to, statements with respect to the timing, completion and filing of the Annual Filings by June 30, 2025, the Company’s ability to comply with the requirements of NP 12-203 and the Company’s strategic review process and any potential transactions that may arise in connection therewith.

Forward-looking statements are based on the opinions and estimates of management of the Company at the date the statements are made based on information then available to the Company. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company’s actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include regulatory or political change such as changes in applicable laws and regulations; the ability to obtain and maintain required licenses; the esports and sports betting industry being a heavily regulated industry; the complex and evolving regulatory environment for the online gaming and online gambling industry; the success of esports and other betting products are not guaranteed; changes in public perception of the esports and online gambling industry; failure to retain or add customers; the Company having a limited operating history; negative cash flow from operations and the Company’s ability to operate as a going concern; the Company’s ability to repay amounts owing under its secured and unsecured indebtedness; operational risks; cybersecurity risks; reliance on management; reliance on third parties and third-party networks; exchange rate risks; risks related to cryptocurrency transactions; risk of intellectual property infringement or invalid claims; the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and general economic, market and business conditions. For additional risks, please see the Company’s management’s discussion and analysis for the three and nine months ended September 30, 2024 under the heading “Risk Factors”, and other disclosure documents available on the Company’s SEDAR+ profile at www.sedarplus.ca.

No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

Source: Rivalry Corp.