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Oklahoma Democrats mourn Fred Harris, former US senator and presidential candidateIRVING, Texas , Nov. 26, 2024 /PRNewswire/ -- RumbleOn, Inc. (NASDAQ: RMBL) (the "Company" or "RumbleOn") announced today that it has commenced a $10.0 million fully backstopped registered equity rights offering (the "Rights Offering"), pursuant to which the Company is expected to receive aggregate gross proceeds of $10.0 million , less expenses related to the Rights Offering. The Company intends to use the proceeds from the Rights Offering for general corporate purposes which may include repayment of the Company's convertible senior 6.75% promissory notes due January 1, 2025 . The proceeds raised will also satisfy, in part, the additional capital financing obligations of the Company pursuant to a recent amendment to the Company's credit agreement with Oaktree. The Company is distributing at no charge to the holders of (i) its Class A common stock, par value $0.001 per share (the "Class A common stock"), and (ii) Class B common stock, par value $0.001 per share (the "Class B common stock" and, together with the Class A common stock, the "common stock"), in each case as of the close of business on November 25, 2024 (the "Record Date"), non-transferable subscription rights (the "Subscription Rights") to purchase up to 2,392,344 shares of Class B common stock at price of $4.18 per share (the "Subscription Price"). The aggregate subscription value of all shares of Class B common stock available for purchase in the Rights Offering is $10.0 million . Each holder of common stock as of the Record Date (each, an "Eligible Stockholder") will receive one Subscription Right for each share of the common stock owned as of the Record Date. Each Subscription Right entitles the holder to purchase 0.0677 shares of Class B common stock. The Company will not issue any fractional shares of Class B common stock in the Rights Offering. Instead, the Company will round down the aggregate number of shares of Class B common stock the Eligible Stockholders are entitled to receive to the nearest whole number. Accordingly, as each Subscription Right represents the right to purchase 0.0677 shares of Class B common stock, an Eligible Stockholder must hold at least 15 shares of Class A common stock or Class B common stock to receive sufficient Subscription Rights to purchase at least one share of Class B common stock in the Rights Offering. Eligible Stockholders will not be entitled to exercise an over-subscription privilege to purchase additional shares of Class B common stock that may remain unsubscribed as a result of any unexercised Subscription Rights. The Subscription Rights will expire and will have no value if they are not exercised prior to 5:00 p.m. Eastern Time , on the expiration time for the Rights Offering (the "Expiration Time"), which is currently expected to be 5:00 p.m. Eastern time on December 12, 2024 , unless the Company, in its sole discretion, extends the period for exercising the Subscription Rights. Subject to the terms and conditions of the Support and Standby Purchase Agreement (defined below), the Company reserves the right to cancel, terminate, amend, or extend the Rights Offering at any time prior to the Expiration Time. On November 26 , 2024, the Company entered into a support and standby purchase agreement (the "Support and Standby Purchase Agreement") with Stone House Capital Management, LLC, which is a holder of Class B common stock and is managed by Mark Cohen , a member of the board of directors of the Company (together with its affiliates, the "Standby Purchaser"), and Mark Tkach and William Coulter , each of whom is a holder of the Class B common stock and a member of the board of directors of the Company (collectively, the "Support Purchasers" and, together with the Standby Purchaser, the "Investors"). The Support and Standby Purchase Agreement provides, among other things, that (i) the Standby Purchaser will purchase from the Company in a private placement any shares of Class B common stock included in the Rights Offering that are not subscribed for and purchased by Eligible Stockholders (collectively, the "Backstop Securities") for the same per share Subscription Price payable by the Eligible Stockholders electing to exercise their Subscription Rights in the Rights Offering; and (ii) each Support Purchaser will exercise all of his respective Subscription Rights in full prior to the Expiration Time. Other Important Information The Subscription Rights will not be listed for trading on any stock exchange or market. Therefore, there will be no public market for the Subscription Rights. However, the shares of Class B common stock issued upon the exercise of the Subscription Rights will remain listed on The Nasdaq Capital Market of the Nasdaq Stock Market LLC under the symbol "RMBL." The Company expects that Broadridge Corporate Issuer Solutions, LLC, the subscription and information agent for the Rights Offering, will distribute subscription documents for the Rights Offering to Eligible Stockholders beginning on or about November 26, 2024 . Holders of shares of common stock held in "street name" through a brokerage account, bank or other nominee should contact their broker, bank or other nominee for details regarding participation in the Rights Offering. For any questions or further information about the Rights Offering, please contact the information agent, at (888) 789-8409 (Toll-Free), or via email at shareholder@broadridge.com . Neither the Company nor its board of directors has made or will make any recommendation to holders regarding participation in the Rights Offering. Holders should make an independent investment decision about whether to participate in the Rights Offering based on their own assessment of the Company's business and the Rights Offering. The offering of the Class B common stock pursuant to the Rights Offering is being made pursuant to the Company's existing effective shelf registration statement on Form S-3 (Reg. No. 333-281862) on file with the Securities and Exchange Commission (the "SEC") and a prospectus supplement (and the accompanying base prospectus) filed with the SEC on the date hereof. The information in this press release is not complete and is subject to change. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. The Rights Offering will be made only by means of the prospectus supplement (and the accompanying base prospectus) filed with the SEC on the date hereof. About RumbleOn RumbleOn, Inc. (NASDAQ: RMBL), operates through two operating segments: our Powersports dealership group and Wholesale Express, LLC, an asset-light transportation services provider focused on the automotive industry. Our Powersports group is the largest powersports retail group in the United States (as measured by reported revenue, major unit sales and dealership locations), offering over 500 powersports franchises representing 50 different brands of products. Our Powersports group sells a wide selection of new and pre-owned products, including parts, apparel, accessories, finance & insurance products and services, and aftermarket products. We are the largest purchaser of pre-owned powersports vehicles in the United States and utilize RideNow's Cash Offer to acquire vehicles directly from consumers. For more information on RumbleOn, please visit rumbleon.com . Cautionary Note on Forward-Looking Statements The Company's press release contains statements that constitute "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, those regarding the Company's plans to launch a Rights Offering, the anticipated final terms, timing and completion of the proposed Rights Offering, and the use of proceeds from the proposed Rights Offering. Forward-looking statements generally can be identified by words such as "anticipates," "believes," "continues," "could," "estimates," "expects," "intends," "hopes," "may," "plan," "possible," "potential," "predicts," "projects," "should," "targets," "would" and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from current expectations and beliefs, including, but not limited to, risks and uncertainties related to: whether the proposed transactions will be completed in a timely manner, or at all; the risk that all of the closing conditions for the proposed Rights Offering are not satisfied; the occurrence of any event, change or other circumstance that could cause the Company not to proceed with the Rights Offering; the determination of the final terms of the proposed Rights Offering; the satisfaction of customary closing conditions related to the proposed Rights Offering; risks related to the diversion of management's attention from RumbleOn's ongoing business operations; the impact of general economic, industry or political conditions in the United States or internationally, as well as the other risk factors set forth under the caption "Risk Factors" in the registration statement, as amended, and in RumbleOn's Annual Report for the year ended December 31, 2023 and Quarterly Reports on Form 10-Q for the quarters ended March 30, 2024 , June 30, 2024 and September 30, 2024 and in any other subsequent filings made with the SEC by RumbleOn. There can be no assurance that RumbleOn will be able to complete the proposed Rights Offering on the anticipated terms, or at all. Any forward-looking statements contained in this press release speak only as of the date hereof, and RumbleOn specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. View original content to download multimedia: https://www.prnewswire.com/news-releases/rumbleon-announces-commencement-of-10-0-million-fully-backstopped-registered-rights-offering-302316964.html SOURCE RumbleOnPrime Minister and U.S. president-elect both shared some reflections on social media Saturday over their at Mar-a-Lago in Florida Friday night. Trump shared his perspective of how his meeting with Trudeau went in a post on Truth Social, saying they touched on number of key issues related to border safety, illegal drug trafficking and, most importantly, trade. The meeting comes just days after Trump threatened to slap massive 25-per-cent tariffs on Canadian products being imported into the U.S. “I just had a very productive meeting” with Trudeau, Trump wrote on his social network. “I made it very clear that the United States will no longer sit idly by as our Citizens become victims to the scourge of this Drug Epidemic.” Donald Trump’s post from Truth Social Saturday. “Prime Minister Justin Trudeau has made a commitment to work with us to end this terrible devastation of U.S. Families,” he continued. “We also spoke about many other important topics like Energy, Trade, and the Arctic. All are vital issues that I will be addressing on my first days back in Office, and before,” Trump said. In his own post on X Saturday afternoon, Trudeau shared a photo of them and thanked Trump for the dinner, writing “I look forward to the work we can do together, again.” Thanks for dinner last night, President Trump. I look forward to the work we can do together, again. However, there was no indication that Trump has changed his mind about imposing a massive 25-per-cent surcharge on all imports from Canada, which would have a devastating impact on Canada’s energy, auto and manufacturing exports. Trump’s post on Truth Social did not address it. The Star reported Friday that the face-to-face meeting was suggested by Trudeau, according to sources familiar with the communications between the two sides. The meeting was accompanied by several of the future president’s advisers and their wives and was described by a senior Canadian official as a positive, wide-ranging discussion.
Pioneering model Dayle Haddon dies after suspected carbon monoxide leakBiden has become notably quiet after the 2024 election and Democrats’ loss
Paradise Lost Update Given by James Gunn for Upcoming DCU ShowFive Below, Inc. FIVE reported its third-quarter results after Wednesday's closing bell. Here's a look at the details from the report. The Details: Five Below reported quarterly earnings of 42 cents per share, which beat the analyst consensus estimate of 17 cents. Quarterly revenue clocked in at $843.71 million, which beat the analyst consensus estimate of $798.58 million and is an increase over sales of $736.4 million from the same period last year. Five Below said comparable sales increased by 0.6% and the company opened 82 new stores and ended the quarter with 1,749 stores in 44 states. The company also announced the appointment of Winnie Park as CEO and a member of its board of directors, effective Dec. 16, 2024. Read Next: UnitedHealthcare CEO Brian Thompson Fatally Shot Outside NYC Hotel “We are pleased to report third-quarter results that exceeded our outlook. We delivered stronger performance across a broader group of our merchandise worlds compared to the second quarter and improved our operational execution. We were encouraged to see the positive results from the initiatives we undertook to add newness and deliver value in key categories,” said Ken Bull , Interim CEO and COO of Five Below. “We opened a record 82 new stores during this period with new store performance also surpassing our expectations. Our merchant and operational teams across the organization are focused on our key priorities of product, value and store experience, and I want to thank them for their efforts in delivering these results,” Bull added. Outlook: Five Below sees fourth-quarter earnings of between $3.23 and $3.41 per share, versus the $3.33 estimate, and revenue between $1.35 billion and $1.38 billion, versus the $1.36 billion estimate. The company sees fiscal 2024 earnings between $4.78 and $4.96 per share, versus the $4.61 estimate, and revenue between $3.84 billion and $3.87 billion, versus the $3.8 billion estimate. FIVE Price Action: According to Benzinga Pro , Five Below shares are up 10.51% after-hours at $116.25 at the time of publication Wednesday. Read More: Art Cashin’s Lessons: Cuban Crisis Trades To Timeless Wall Street Wit Photo: Mike Mozart from Wikimedia Commons © 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
DALLAS — Delta and United became the most profitable U.S. airlines by targeting premium customers while also winning back a significant share of travelers on a tight budget. That is squeezing smaller low-fare carriers like Spirit Airlines , which recently filed for bankruptcy protection. Some travel-industry experts think Spirit’s troubles indicate that travelers on a budget will be left with fewer choices and higher prices. Other discount airlines are on much better financial footing than Spirit, but they too are lagging far behind the full-service airlines when it comes to recovering from the COVID-19 pandemic . Most industry experts think Frontier Airlines and other so-called ultra-low-cost carriers will fill the vacuum if Spirit shrinks , and that there is still plenty of competition to prevent prices from spiking. Spirit Airlines lost more than $2.2 billion since the start of 2020. Frontier has not reported a full-year profit since 2019, though that slump might end this year. Allegiant Air’s parent company is still profitable, but less so than before the pandemic. Those kind of numbers led United Airlines CEO Scott Kirby to declare recently that low-cost carriers were using “a fundamentally flawed business model” and customers hate flying on them. Kirby’s touchdown dance might turn out to be premature, but many analysts are wary about the near-term prospects for budget airlines, which charge cheaper fares but more fees than the big airlines. A traveler speaks with a Spirit Airlines agent May 24 at Hartsfield-Jackson Atlanta International Airport ahead of Memorial Day in Atlanta. Mike Stewart, Associated Press Low-cost airlines grew in the last two decades by undercutting big carriers on ticket prices, thanks in large part to lower costs, including hiring younger workers who were paid less than their counterparts at Delta Air Lines, United and American Airlines . Wages soared across the industry in the past two years, however, narrowing that cost advantage. The big airlines rolled out and refined their no-frills, “basic economy” tickets to compete directly with Spirit, Frontier and other budget carriers for the most price-sensitive travelers. The budget airlines became less efficient at using planes and people. As their growth slowed, they wound up with more of both than they needed. In 2019, Spirit planes were in the air an average of 12.3 hours every day. By this summer, the planes spent an average of two more hours each day sitting on the ground, where they don't make money. Spirit's costs per mile jumped 32% between 2019 and 2023. Another issue is that airlines added too many flights. Budget airlines and Southwest Airlines were among the worst offenders, but full-service airlines piled on. To make up for a drop in business travel, the big carriers added more flights on domestic leisure routes. The result: Too many seats on flights into popular tourist destinations such as Florida and Las Vegas, which drove down prices, especially for economy-class tickets. Rows of seats are shown Sept. 26 on a retrofitted Southwest Airlines jet at Love Field in Dallas. Tony Gutierrez, Associated Press Low-cost airlines are responding by following the old adage that if you can't beat them, join them. That means going premium, following the rapidly growing household wealth among upper-income people. The top one-fifth of U.S. households by income added $35 trillion in wealth since 2019 and holds nearly nine times the wealth of the middle fifth, according to the Federal Reserve . Frontier Airlines organized its fares into four bundles in May, with buyers of higher-priced tickets getting extras such as priority boarding, more legroom and checked bags. The airline dropped ticket-change or cancellation fees except for the cheapest bundle. Spirit followed in August with similar changes, blocking middle seats and charging passengers more for the comfort of aisle and window seats. Spirit Airlines CEO Ted Christie received a $3.8 million retention bonus a week before the Florida-based carrier filed for Chapter 11 bankruptcy. Christie will retain the bonus if he remains with the company for another year. The airline's stock has dropped over 90% this year. It has faced challenges including a blocked $3.8 billion merger with JetBlue and failed talks with Frontier. The pandemic disrupted Spirit's operations and travel patterns, reducing its daily aircraft utilization and increasing costs. Demand has shifted to full-service airlines as higher-income travelers vacation more, while inflation impacts lower-income consumers. Benzinga - News JetBlue Airways , which began flying more than 20 years ago as a low-cost carrier but with amenities, is digging out from years of steady losses. Under new CEO Joanna Geraghty, the first woman to lead a major U.S. airline, JetBlue is cutting unprofitable routes, bolstering core markets that include the Northeast and Florida, and delaying deliveries of $3 billion worth of new planes. Starting next year, Southwest Airlines will toss out a half-century tradition of “open seating” — passengers picking their own seat after boarding the plane. Executives say extensive surveying showed 80% of customers preferred an assigned seat, and that's especially true with coveted business travelers. More crowded planes also might be pushing passengers to spend more to escape a middle seat in the back of the plane. A Frontier Airlines jet takes off July 5, 2022, from Denver International Airport in Denver. David Zalubowski, Associated Press In other parts of the world, budget carriers are doing just fine. They bounced back from the pandemic just like their more highbrow competitors. Some industry experts say low-cost carriers in Asia and Europe have always attracted a more diverse mix of passengers, while in the U.S., affluent and middle-class travelers look down their noses at low-cost carriers. Jamie Baker, an analyst for JPMorgan, says he has many college friends who work in London and fly Irish airline Ryanair all the time, but he hardly knows anyone who has ever been on a Spirit or Frontier plane. A small plane tows a banner April 13, 2016, over Flint Bishop International Airport as part of ceremonies marking Allegiant Air joining the airport. Conor Ralph, The Flint Journal Delta CEO Ed Bastian is less dismissive of the “lower-end carriers” in the U.S. than United's Kirby. "I don’t see that segment ever disappearing,” Bastian said after Spirit’s bankruptcy filing. “I think there’s a market for it.” At the same time, he said the upscale moves by ultra-low-cost carriers are having no effect on his airline. Delta targets upscale travelers but also introduced basic-economy fares a decade ago, when discounters emerged as a growing threat to poach some of Delta's customers. “Just calling yourself a premium carrier and actually being a premium carrier are two totally different things,” Bastian said “It's not the size of the seat or how much room you have; it's the overall experience.” Based on Bureau of Transportation Statistics, the above chart shows inflation-adjusted average airline fares over the past 25 years. The least and most expensive airports to fly from For this report, we compared domestic airfares from the 45 busiest airports in the U.S. using data published by the U.S. Department of Transportation . FinanceBuzz Orlando International Airport (MCO) had the lowest airfare cost in the country at $265.58 on average. Home to iconic theme parks like Universal Studios, Sea World, and most notably, Walt Disney World, Orlando is one of America's top tourist destinations. This is welcome news for those bracing for expensive park tickets and food prices at the House of Mouse. Beyond saving with a Disney credit card on park-related purchases, visitors can also maximize savings by using a credit card like the Chase Sapphire Reserve which offers an annual travel credit, or even using a 0% APR credit card if you don't want to pay for your entire vacation at once. Another Florida-based airport, Fort Lauderdale-Hollywood International Airport (FLL), has the second-lowest average airfare cost in the country — tickets here are only about $5 more expensive than Orlando's. Just a few dollars behind FLL is Las Vegas's Harry Reid International (LAS), where fares cost $272.15 on average. LAS is also the last airport on our list where average airfare costs are less than $300. Oakland International Airport (OAK) has the fourth-lowest average airfare costs in the country at $303.79. And the fifth-least expensive airport, Chicago Midway International (MDW), comes in at $308.27. FinanceBuzz For the third year in a row, Dulles International Airport (IAD) and San Francisco International Airport (SFO) have the two highest average fares in the country. Flights from Dulles cost $488.40 on average in 2023, while flights from San Francisco cost $444.59. Some silver lining for travelers who need to travel through Dulles: IAD is home to some of the best airport lounges in the country, including the recently-opened Capital One Lounge, available to Capital One Venture X or Venture Rewards credit card holders. With free food, drinks, and recharging stations, lounges can be one easy way to offset otherwise-expensive airport costs. Salt Lake City International Airport (SLC) has the third-highest average airfare in the country, with an average cost of $438.34. Last on our top-five list of the most expensive airports are Charlotte Douglas International Airport (CLT) and Detroit Metro Airport (DTW). Average airfare from Charlotte cost $436.80 last year, while flights from Detroit had an average price tag of $427.05. Biggest jumps in affordability rankings Seattle-Tacoma International Airport (SEA) was the biggest affordability winner over the last year, dropping prices by more than $18 on average. SEA jumped from 36th most-affordable place last year to 28th place this year — an increase of eight spots. Raleigh-Durham International Airport (RDU) and Portland International Airport (PDX) experienced similar jumps, rising by seven spots each. RDU went from 24th place in 2022 to 17th in 2023, while PDX went from 42nd to 35th. Biggest drops in affordability ranking Two different airports fell by eight spots in our affordability rankings, tied for the biggest drop of the year. The average fare at Sacramento International Airport (SMF) rose by $18.66 year-over-year, which led SMF to go from 18th in last year's affordability rankings to 26th this year. Prices rose even more at St. Louis Lambert International Airport (STL), going up by $19.64 on average from one year to the next. Consequently, STL fell from 21st to 29th place in terms of affordability. How to save when you fly As you plan your travel, you'll find costs can vary widely at a single airport. With a little research and smart planning, you can find a deal at any airport. Here are a few tips to save on airfare: One way to save on airfare is to use airline credit card points , or travel cards, to book your travel. For newer travelers, some welcome bonuses on beginner travel credit cards can be enough to earn you a free flight (or two). As we all know, flights aren't the only expensive part of traveling. Save money on baggage fees by understanding your airlines and prepping for the hidden costs of air travel. Methodology We looked at 2023 airfare data released by the U.S. Department of Transportation in May 2024 to compare domestic airfares by origin city. This report calculated average fares based on domestic itinerary fares. "Itinerary fares" consist of round-trip fares, unless only a one-way ticket was purchased. In that case, the one-way fare was used. Fares are based on total ticket value, including the price charged by the airline plus any additional taxes and fees levied at the time of purchase. Fares include only the price paid at booking and do not include fees for optional services like baggage fees. Averages also do not include frequent-flyer or "zero fares" or a few abnormally high reported fares. This stor y was produced by FinanceBuzz and reviewed and distributed by Stacker Media. FinanceBuzz As frequent flyers know, air travel isn't cheap. With the summer months in full swing, demand for air travel is expected to reach record numbers in 2024 as airlines continue to recover after the COVID-19 pandemic. Luckily for those who are looking for ways to save on travel , one way to cut costs on your next vacation may be in finding the right places to fly in and out of. FinanceBuzz looked at average domestic airfares from the 45 busiest airports in the U.S. to learn which airports are best for travelers on a budget, as well as which ones to avoid if you are trying to travel affordably. Overall, the national average airfare cost decreased by 3.1% from 2022 to 2023 when adjusted for inflation (which translates to a 0.9% increase in non-adjusted dollars). The last time inflation-adjusted airfare costs dropped year-over-year was during the start of the COVID-19 pandemic, when it fell 18% between 2019 and 2020. Largely, this is good news for consumers who can spend less on airfare and have more room in their budget for hotels , restaurants, and other travel fees. In addition to earning rewards on airfare, most travel credit cards offer rewards for spending in these areas, which can offset overall vacation costs. Sergieiev // Shutterstock
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Kingsport rider Clark earns third national championshipTORONTO, Nov. 26, 2024 (GLOBE NEWSWIRE) -- 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. 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. 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. Company Contact: Steven Salz, Co-founder & CEO ss@rivalry.com 416-565-4713 Investor Contact: investors@rivalry.com Media Contact: Cody Luongo, Head of Communications cody@rivalry.com 203-947-1936 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. 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 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; 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 MD&A dated April 30, 2024 and other disclosure documents available on SEDAR+ 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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Source: Rivalry Corp.Gretchen McKay | (TNS) Pittsburgh Post-Gazette Beans are kind of like the your best friend from high school — nearly forgotten but always ready to step back into the limelight and help out an old pal when needed. As gorgeously (and tantalizingly) demonstrated in Rancho Gordo’s new cookbook, “The Bean Book: 100 Recipes for Cooking with All Kinds of Beans” (Ten Speed, $35), beans are indeed a magical fruit, though not in the way you heard as a kid. Classified as both a vegetable and a plant-based protein in the USDA’s Dietary Guidelines for Americans, beans and other legumes can be the ingredient you build an entire vegetarian or veggie-forward meal around. Or, they can help an economical cook stretch a dish twice as far with nutritious calories. A healthful and shelf-staple plant food — they last for years when dried — beans have been among a home cook’s most reliable pantry items for a very long time. (Common beans (Phaseolus vulgaris) are thought to have been grown in Mexico more than 7,000 years ago.) That’s why, for some, they’re often something of an afterthought, especially if the only time you ate them as a kid was when your mom tossed kidney beans into a pot of beef chili or made baked beans (with brown sugar and bacon, please!) for a family cookout. Vegetarians have always appreciated their versatility and nutritional punch, and because they’re cheap, they also were quite popular during the Great Depression and World War II as C rations. Sales also peaked during the coronavirus pandemic, when shoppers stockpiled long-lasting pantry essentials. It wasn’t until Rancho Gordo, a California-based bean company, trotted out its branded packages of colorful heirloom beans that the plant began to take on cult status among some shoppers. Unlike the bean varieties commonly found in even the smallest grocery stores, heirloom beans are mostly forgotten varieties that were developed on a small scale for certain characteristics, with seeds from the best crops passed down through the generations. The result is beans that are fresher and more colorful than mass-produced beans, and come in different shapes and sizes. They also have a more complex and intense flavor, fans say. “The Bean Book” dishes up dozens of different ways to cook Rancho Gordo’s 50 heirloom bean varieties, which include red-streaked cranberry beans, mint-green flageolets, black and classic garbanzos and (my favorite) vaquero — which wear the same black-and-white spots as a Holstein cow. Other gotta-try varieties (if just for the name) include eye of the goat, European Soldier, Jacob’s Cattle and Good Mother Stallard, a purple bean with cream-colored flecks. “The very good news is that you have to work extra hard to mess up a pot of beans, and it’s not difficult to make an excellent pot,” Steve Sando writes in the book’s foreword. “The even better news is that you become a better cook with each pot you make.” Not convinced? Here are five reasons to jump on the bean bandwagon: Even the smallest grocery store will have a selection of dried and canned beans. Common varieties include black, cannellini (white kidney), Great Northern, pinto, navy, kidney, Lima and garbanzo (chickpea) beans. Even when they’re not on sale, beans are a bargain at the supermarket. Many varieties cost less than $1 a can, and dried beans are an economical way to build a menu. I paid $1.25 for a one-pound bag of cranberry beans, a smooth and velvety bean with a slightly nutty flavor, at my local grocery store. Rancho Gordo’s heirloom beans cost substantially more. (They run $6.25-$7.50 for a one-pound bag, with free shipping on orders over $50.) But they are sold within a year of harvest, which makes them more flavorful and tender. A bag also comes with cooking instructions and recipe suggestions, and the quality is outstanding. Plus, after cooking their beans with aromatics, “you are left with essentially free soup,” Sando writes in the cookbook. “If you drain properly cooked and seasoned beans, the liquid you are left with is delicious.” Beans are a great source of plant-based protein and both soluble and insoluble fiber, and they include essential minerals like iron, magnesium and potassium. If you’re watching your weight or following a particular diet, beans are naturally free of fat, sodium and cholesterol and are rich in complex carbohydrates. They also contain antioxidants and folate. And if you’re vegan or vegetarian, most types of dry beans are rich sources of iron. The U.S. Dietary Guidelines for Americans recommends eating 1-3 cups of legumes, including beans, per week Dry beans have to be soaked overnight, but cooking them is easy. They can be cooked on the stovetop, in a slow cooker, in the pressure cooker and in the oven. Canned beans are even easier — just rinse and drain, and they’re ready to go. Beans can be used in so many different dishes. They can be made into soup, salad or dips, top nachos, add some heft to a casserole or be mashed into the makings of a veggie burger. You also can add them to brownies and other baked goods, toss them with pasta, add them to chili or a rice bowl or stuff them into a taco or burrito. Check out these four recipes: PG tested This light and creamy vegetarian soup benefits from a surprising garnish, roasted shiitake mushrooms, which taste exactly like bacon. For soup 1/4 cup olive oil 1 medium yellow onion, chopped 2 celery stalks, chopped 1 medium carrot, scrubbed and chopped 6 garlic cloves, finely grated or pressed 2 sprigs fresh thyme, plus more for garnish 1/2 teaspoon sea salt 1/4 teaspoon pepper 4 cups vegetable broth 2 15-ounce cans cannellini beans, drained and rinsed For bacon 8 ounces shiitake mushrooms, caps cut into 1/8 -inch slices 2 tablespoons olive oil 1/4 teaspoons fine sea salt To finish Plant-based milk Chili oil, for drizzling Preheat oven to 400 degrees. Make soup: In large pot, heat oil over medium heat until it shimmers. Add onion, celery, carrot, garlic, thyme, salt and pepper. Cook, stirring occasionally, until vegetables are fragrant and tender, 8-10 minutes. Add vegetable stock and beans, increase heat to high and bring mixture to a boil. Reduce heat to medium and simmer until thickened, 12-14 minutes. Meanwhile, make the bacon: Spread shiitake mushrooms into a single layer on a sheet pan, drizzle with olive oil, sprinkle with salt and pepper and toss to combine. Bake until browned and crispy, 18-20 minutes, rotating pan front to back and tossing mushrooms with a spatula halfway through. Let cool in pan; mushrooms will continue to crisp as they cool. To finish, add some milk to the soup and use an immersion blender to puree it in the pot, or puree in a blender. (Cover lid with a clean kitchen towel.) Taste and season with more salt and pepper if needed. Divide soup among bowls and top with shiitake bacon. Garnish with thyme sprigs and a drizzle of chili oil. Serves 4-6. — “Mastering the Art of Plant-Based Cooking” by Joe Yonan PG tested Velvety cranberry beans simmered with tomato and the punch of red wine vinegar are a perfect match for a soft bed of cheesy polenta. This is a filling, stick-to-your-ribs dish perfect for fall. 1/4 cup olive oil 1 small onion, finely chopped 2 garlic cloves, minced 2 cups canned chopped tomatoes, juice reserved 1 tablespoon red wine vinegar 2 tablespoons tomato paste 1 cup chicken or vegetable broth 4 fresh sage leaves Salt and pepper 4 cups cooked Lamon or cranberry beans 2 cups uncooked polenta 6 ounces pancetta, diced Chopped fresh basil or parsley, for garnish Grated Parmesan cheese, for serving In large pan, heat olive oil over medium heat. Add onion and garlic and cook, stirring, until onion begins to soften, about 3 minutes. Stir in tomatoes and red wine vinegar. In a small bowl, dissolve tomato paste in the broth and add to pan. Stir in sage and season with salt and pepper. Simmer, stirring occasionally, until the sauce has thickened, 15-20 minutes. Add beans to tomato sauce. Cook, stirring frequently, until heated through, about 15 minutes. Meanwhile, prepare polenta according to package instructions. Place pancetta in a small saucepan over low heat. Cook, stirring frequently, until the pancetta is brown and crisp, about 15 minutes. Use a slotted spoon to transfer pancetta to a paper towel to drain. To serve, spoon polenta into serving dishes. Ladle the beans over the polenta and top with the pancetta. Garnish with fresh basil and serve with grated Parmesan. Serves 6. — “The Bean Book: 100 Recipes for Cooking with All Kinds of Beans” by Steve Sando PG tested Beans and seafood might seen like an unusual pairing, but in this recipe, mild white beans take on a lot of flavor from clams. Spanish chorizo adds a nice contrast. 4 cups cooked white beans, bean broth reserved 1/4 cup extra-virgin olive oil 1/2 white onion, chopped 2 garlic cloves, chopped 1 teaspoon salt, or to taste 1/2 cup finely chopped Spanish-style cured chorizo 2 plum tomatoes, chopped 1/2 cup dry white wine 2 pounds small clams, scrubbed well Chopped fresh parsley, for garnish Country-style bread and butter, for serving In large pot, heat beans in their broth over medium-low heat. In large lidded saucepan, warm olive oil over medium-low heat. Add onion, garlic and salt and cook until soft, about 5 minutes. Add chorizo and cook gently until some of the fat has rendered, about 5 minutes. Add tomatoes and wine and cook to allow the flavors to mingle, 5-6 minutes. Increase heat to medium and add clams. Cover and cook for about 5 minutes, shaking the pan occasionally. Uncover the pan and cook until all of the clams open, another few minutes. Remove pan from heat, then remove and discard any clams that failed to open. Add clam mixture to the bean pot and stir very gently until well mixed. Simmer for a few minutes to allow the flavors to mingle but not get mushy. Ladle into large, shallow bowls and sprinkle with parsley. Set out a large bowl for discarded shells and encourage guests to eat with their fingers. Pass plenty of good bread and creamy butter at the table Serves 4-6. — “The Bean Book: 100 Recipes for Cooking with All Kinds of Beans, from the Rancho Gordo Kitchen” by Steve Sando with Julia Newberry PG tested So easy to pull together for your next party! 1 1/2 cups cooked cannellini beans, drained and rinsed 2 tablespoons extra-virgin olive oil Juice and zest of 1 lemon 1 small garlic clove, minced Generous pinch of salt Freshly ground black pepper 2 or 3 tablespoons water, if needed 2 fresh basil leaves, chopped, optional 1 sprig fresh rosemary, leaves chopped, optional In a food processor, pulse cannellini beans, olive oil, lemon juice and zest, garlic, salt and several grinds of pepper until combined. If it’s too thick, slowly add the water with the food processor running until it is smooth and creamy. Blend in the basil and/or rosemary, if using Serve with veggies, pita or bruschetta. Makes 1 1/2 cups — Gretchen McKay, Post-Gazette ©2024 PG Publishing Co. Visit at post-gazette.com. Distributed by Tribune Content Agency, LLC.
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