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

RF Capital Group Inc.'s management information circular, in connection with the company's upcoming special meeting of the holders of the company's common shares and cumulative five-year rate reset preferred shares, Series B, is available under RF Capital's profile on SEDAR+, as well as on the company's website. The physical delivery to shareholders of the information circular and related materials for the meeting has also commenced.

Meeting details

The company will hold the meeting in a hybrid meeting format, in person at Goodmans LLP, 333 Bay St., Suite 3400, Toronto, Ont., MFH 2S7, and on-line, on Sept. 22, 2025, at 10 a.m. Toronto time. Only shareholders of record at the close of business on Aug. 20, 2025, 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 Corp. Inc. 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), 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 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.

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 $20 per common share; and (ii) all of the issued and outstanding Series B preferred shares for cash consideration of $25 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; and in addition to (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 (66-2/3rds per cent) 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 (66-2/3rds per cent) 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 Ltd., 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 per cent 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 advisers, 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) issued an interim order dated Aug. 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 and 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 a.m. Toronto time on Sept. 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.

Shareholders with questions or who require assistance in voting their shares are encouraged to contact RF Capital's proxy solicitation agent and shareholder communications adviser, 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 e-mail at assistance@laurelhill.com.

About RF Capital Group Inc.

RF Capital is a Toronto Stock Exchange-listed 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 adviser teams are focused exclusively on providing strategic wealth advice and innovative investment solutions customized for high-net-worth or ultrahigh-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.

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