Mr. William Graham reports

RIFCO ANNOUNCES SECURITYHOLDER APPROVAL OF PLAN OF ARRANGEMENT

At the special meeting of shareholders and option holders of Rifco Inc., the security holders overwhelmingly voted in favour of a special resolution to approve the proposed plan of arrangement.

The resolution approving the arrangement required approval by at least: (i) 66.66 per cent of the votes cast by security holders present in person or represented by proxy at the meeting and entitled to vote thereat; and (ii) a simple majority of the votes cast by security holders present in person or represented by proxy at the meeting and entitled to vote thereat, excluding the votes cast by interested shareholders whose votes are to be excluded pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

The arrangement was approved by: (i) security holders of Rifco holding 98 per cent of the shares and options voted; and (ii) security holders of Rifco holding 97 per cent of the shares and options voted, after excluding the votes cast by the shareholders whose votes were required to be excluded in determining minority approval under MI 61-101.

As previously disclosed in the news release dated March 30, 2020, ACC Holdings Inc. (the purchaser) delivered written notice to Rifco on March 27, 2020 (after market close), that it is alleging termination of the arrangement agreement dated Feb. 2, 2020, among Rifco, the purchaser and CanCap Management Inc. in respect of the arrangement.

The purchaser alleges that what it describes as recent events constitute a material adverse effect on the business of Rifco under the terms of the arrangement agreement. As such, the purchaser has communicated that it does not intend to close the arrangement.

Rifco categorically disagrees with the purchaser's allegation that recent events constitute a material adverse effect under the arrangement agreement and strongly asserts that neither the purchaser nor CanCap has any basis on which to terminate the arrangement. Rifco intends to vigorously enforce its rights, and the obligations of the purchaser and CanCap, under the binding arrangement agreement.

No resolution to this dispute has been achieved to date.

Rifco will provide an update on the proceedings when available.

About Rifco Inc.

Rifco is focused on being the best alternative-auto-finance company through its wholly owned subsidiary, Rifco National Auto Finance Corp. Its mission is to help deserving Canadians own automobiles.

We seek Safe Harbor.