RF Capital Group Inc. ("RF Capital" or the "Company") (TSX: RCG) is pleased to announce that both Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis"), two leading independent proxy advisory firms, have recommended that holders ("Shareholders") of the Company's common shares ("Common Shares") and Cumulative 5-Year Rate Reset Preferred Shares, Series B ("Series B Preferred Shares") vote FOR the proposed Arrangement Resolution and Series B Preferred Shareholders' Arrangement Resolution (each as defined in the management information circular of the Company dated August 21, 2025), respectively, at the upcoming Special Meeting of Shareholders (the "Meeting") scheduled for Monday, September 22, 2025.

Details of the Arrangement

Upon the approval of the Arrangement Resolution, iA Financial Corporation Inc. ("iA") will acquire, directly or indirectly, pursuant to a statutory plan of arrangement (the "Arrangement"), all of the issued and outstanding Common Shares for $20.00 per share in cash, representing a premium of approximately 107% to the closing price of the Common Shares on the Toronto Stock Exchange (the "TSX") on July 25, 2025 of $9.65 per Common Share.

Pursuant to the Arrangement and upon the approval of the Series B Preferred Shareholders' Arrangement Resolution, iA will also acquire, directly or indirectly, all of the issued and outstanding Series B Preferred Shares for $25.00 per share in cash, representing a premium to the 30-day volume weighted average share price on the TSX for the period ending on July 25, 2025 of 63% (plus all accrued and unpaid dividends and, to the extent closing occurs prior to March 31, 2026, a cash amount per Series B Preferred Share equal to the amount of the dividends that would have been payable in respect of a Series B Preferred Share from (and including) closing to (and excluding) March 31, 2026, as if the Series B Preferred Shares had remained outstanding during this period)). However, completion of the Arrangement is not conditional upon the approval of the Series B Preferred Shareholders' Arrangement Resolution. If the Series B Preferred Shareholders' Arrangement Resolution is not approved, such Series B Preferred Shares will remain outstanding in accordance with their terms.

Independent Third-Party Proxy Advisory Recommendations

Both ISS and Glass Lewis, after conducting thorough and independent evaluations of the meeting materials, have recommended that Shareholders vote in favour of the proposed Arrangement. In its report, ISS highlighted the premium to the stock's unaffected trading price, which was 107.3% on July 28, 2025. ISS also noted that the cash form of consideration provides certainty of value and immediate liquidity to RCG shareholders.

Similarly, Glass Lewis concluded that given the high market premium, certainty of value and immediate liquidity offered by the all-cash merger consideration, there is sufficient cause for investor support of the transaction.

Don Wright, Chair of the RF Capital Board of Directors, in response to the positive recommendations: "We are very pleased that both ISS and Glass Lewis, the world's leading independent proxy advisory firms, have recommended that Shareholders vote FOR the Arrangement. Their endorsements validate the strength of the process undertaken by our Board of Directors and the compelling value of this transaction. The Arrangement provides common shareholders with $20.00 in cash per share and Series B preferred shareholders with $25.00 in cash per share (plus all accrued and unpaid dividends and, to the extent closing occurs prior to March 31, 2026, a cash amount per Series B Preferred Share equal to the amount of the dividends that would have been payable in respect of a Series B Preferred Share from (and including) closing to (and excluding) March 31, 2026, as if the Series B Preferred Shares had remained outstanding during this period)), representing a significant premium to RF Capital's recent trading price, and delivers certainty of value with the backing of iA, a highly respected Canadian financial institution. We strongly encourage all Shareholders to follow these recommendations and vote FOR the Arrangement Resolution and/or the Series B Preferred Shareholders' Arrangement Resolution (as applicable) to realize the immediate and certain value this transaction offers."

Meeting Details

The Meeting will be held on Monday, September 22, 2025, at 10:00 a.m. (Toronto time) at the offices of Goodmans LLP, 333 Bay Street, Suite 3400, Toronto, Ontario, and via live audio-only webcast at https://meetings.lumiconnect.com/400-720-184-170 (password: rf2025).

Shareholder Questions & Voting Assistance

Shareholders who have questions about voting their shares or require assistance are encouraged to contact the Company's proxy solicitation agent and shareholder communications advisor:

Laurel Hill Advisory GroupToll Free | 1-877-452-7184 (for Shareholders in North America)International | +1-416-304-0211 (for Shareholders outside Canada and the U.S.)By Email | assistance@laurelhill.com

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 $42.0 billion in assets under administration (as of August 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 â?? determined annually â?? 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 WorkÂR, 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.

SOURCE: RF Capital Group Inc.

SOURCE: Richardson Wealth

For further information, please contact: RF Capital Group Inc., Investor Relations,
Tel: (416) 943-6607, e-mail investorrelations@rfcapgroup.com

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