RF CAPITAL ANNOUNCES FILING AND MAILING OF INFORMATION CIRCULAR AND RECEIPT OF INTERIM ORDER IN CONNECTION WITH ITS ACQUISITION BY IA FINANCIAL CORPORATION INC.

• The Board of Directors of RF Capital Group recommends that holders of Common Shares vote FOR the Arrangement Resolution and that holders of Series B Preferred Shares vote FOR the Series B Preferred Shareholders' Arrangement Resolution
• For assistance in voting, please contact Laurel Hill Advisory Group by phone at 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America), or by email at [email protected]

TORONTO, Aug. 29, 2025 /CNW/ - RF Capital Group Inc. (TSX: RCG) ("RF Capital" or the "Company") today announced that its management information circular (the "Information Circular") in connection with the Company's upcoming special meeting (the "Meeting") of the holders (the "Shareholders") of the Company's common shares ("Common Shares") and Cumulative 5-Year Rate Reset Preferred Shares, Series B ("Series B Preferred Shares" and together with the Common Shares, the "Shares") is available under RF Capital's profile on SEDAR+ (www.sedarplus.ca) as well as on the Company's website at https://richardsonwealth.com/investor-relations/shareholder-meetings. The physical delivery to Shareholders of the Information Circular and related materials for the Meeting (collectively, the "Meeting Materials") has also commenced.

Meeting Details

The Company will hold the Meeting in a hybrid meeting format, in person at Goodmans LLP,  333 Bay Street, Suite 3400, Toronto, Ontario, MFH 2S7, and online at https://meetings.lumiconnect.com/400-720-184-170, on September 22, 2025, at 10:00 a.m. (Toronto time). Only Shareholders of record at the close of business on August 20, 2025 (the "Record Date"), or their duly appointed proxyholders, will be entitled to vote at the Meeting.

Arrangement Details

The Meeting is being held for Shareholders to consider and vote on a special resolution approving a plan of arrangement pursuant to which iA Financial Corporation Inc. (the "Purchaser") (TSX: IAG) will acquire, directly or indirectly, all of the issued and outstanding Shares by way of court approved plan of arrangement pursuant to Section 182 of the Business Corporations Act (Ontario) (the "Arrangement"), as more fully described in the Information Circular. At the Meeting, (i) the holders of the Common Shares will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution (the "Arrangement Resolution") approving the Arrangement; and (ii) the holders of the Series B Preferred Shares will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the Arrangement (the "Series B Preferred Shareholders' Arrangement Resolution").

Under the terms of the Arrangement, the Purchaser will acquire, directly or indirectly, (i) all of the issued and outstanding Common Shares for cash consideration of C$20.00 per Common Share, and (ii) all of the issued and outstanding Series B Preferred Shares for cash consideration of C$25.00 per Series B Preferred Share (in addition to (a) a cash amount per Series B Preferred Share equal to all accrued and unpaid dividends as of the effective date of the Arrangement (the "Effective Date") and, (b) to the extent that the Effective Date occurs prior to March 31, 2026, a cash amount per Series B Preferred Share equal to the dividends that would have been payable in respect of a Series B Preferred Share from (and including) the Effective Date to (and excluding) March 31, 2026, as if the Series B Preferred Shares had remained outstanding during this period).

Approval Requirements

The Arrangement Resolution will require the affirmative vote of at least two-thirds (66⅔%) of the votes cast by the holders of Common Shares, present in person, virtually present or represented by proxy at the Meeting. The Series B Preferred Shareholders' Arrangement Resolution will require the affirmative vote of at least two-thirds (66⅔%) of the votes cast by the Series B Preferred Shareholders present in person, virtually present or represented by proxy at the Meeting; however, the Arrangement is not conditional on the approval of the Series B Preferred Shareholders' Arrangement Resolution.

Richardson Financial Group Limited, the Company's largest holder of Common Shares, and each of the Company's directors and senior officers have entered into support and voting agreements pursuant to which they have agreed, subject to the terms thereof, to support and vote all of their Shares in favour of the Arrangement. As a result, 45.48% of the holders of Common Shares have agreed to vote their Common Shares in favour of the Arrangement Resolution.

Board Recommendation

The board of directors of the Company, after receiving advice from its financial and legal advisors, and after receiving a unanimous recommendation from a special committee of independent directors, recommends that holders of Common Shares vote FOR the Arrangement Resolution and that holders of Series B Preferred Shares vote FOR the Series B Preferred Shareholders' Arrangement Resolution. Further details and voting instructions can be found in the Information Circular.

Receipt of Interim Order

The Company is also pleased to announce that the Ontario Superior Court of Justice (Commercial List) (the "Court") issued an interim order dated August 21, 2025, in connection with the Arrangement, authorizing the calling and holding of the Meeting and other matters related to the conduct of the Meeting.

In addition to obtaining the approval of Common Shareholders at the Meeting, the completion of the Arrangement will be subject to obtaining the final order of the Court for the Arrangement, obtaining certain regulatory approvals, as well as other customary closing conditions. If the necessary approvals are obtained and the other conditions to closing are satisfied or waived, it is currently anticipated that the Arrangement will be completed during the fourth quarter of 2025.

Voting Assistance & Shareholder Questions

Shareholders are encouraged to read the Information Circular in its entirety and vote their Shares as soon as possible ahead of the proxy voting deadline of 10:00 a.m. (Toronto time) on September 18, 2025 or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of the reconvened Meeting (the "Proxy Deadline").

Shareholders with questions or who require assistance in voting their shares are encouraged to contact RF Capital's proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group, toll-free in North America at 1-877-452-7184, outside of North America at 1-416-304-0211, or by email at [email protected].

About RF Capital

RF Capital Group Inc. is a TSX-listed (TSX: RCG) wealth management-focused company. Operating under the Richardson Wealth brand, the Company is one of the largest independent wealth management firms in Canada with $40.9 billion in assets under administration (as of July 31, 2025) and 23 offices across the country. The firm's Advisor teams are focused exclusively on providing strategic wealth advice and innovative investment solutions customized for high net worth or ultra-high net worth families and entrepreneurs. The Company is committed to maintaining exceptional fiduciary standards and has earned certification – determined annually – from the Centre for Fiduciary Excellence for its Separately Managed and Portfolio Management Account platforms. For the seventh year in a row, Richardson Wealth has been certified as a "great place to work" by Great Place to Work^®, a global authority on workplace culture.

To learn more about the Company, please visit www.rfcapgroup.com and www.RichardsonWealth.com to view our 2024 annual report and our latest recruiting brochure.

Forward-Looking Information

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projects", "projection", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or, "will", "occur" or "be achieved", and similar words or the negative of these terms and similar terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information.

Specifically, statements regarding the anticipated timing of the Meeting; the proposed completion of the Arrangement; and other statements that are not statements of historical facts are all considered to be forward-looking information.

Statements containing forward-looking information are not historical facts but instead represent RF Capital's management's expectations, estimates and projections regarding future events or circumstances. This forward-looking information is based on management's opinions, estimates and assumptions that, while considered by RF Capital to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the risk that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, or that the Arrangement may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory, Shareholder, and court approvals and other conditions to the closing of the Arrangement or for other reasons; the risk that competing offers or acquisition proposals will be made; that the failure to complete the Arrangement for any reason may have an impact on the price of the Company's securities or on its business; the possibility that legal proceedings may be instituted against the Company or the Purchaser which could result in costs and may delay or prevent the consummation of the Arrangement; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates or tax rates; and those other risks discussed in greater detail under the "Risk Management" section of RF Capital's 2024 Annual Management's Discussion and Analysis dated February 27, 2025 and elsewhere in the other filings of the Company which are available under the Company's profile on SEDAR+ at www.sedarplus.ca. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although management of RF Capital has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.

There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in forward-looking statements included herein. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, any forward-looking statements included herein are made as of the date of this press release and, except as expressly required by applicable law, RF Capital assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

SOURCE RF Capital Group Inc.

For further information, please contact: RF Capital Group Inc., Investor Relations, Tel: [phone], e-mail [email protected]