RF CAPITAL OBTAINS SHAREHOLDER APPROVAL FOR SALE TO IA FINANCIAL CORPORATION INC.

TORONTO, Sept. 22, 2025 /CNW/ - RF Capital Group Inc. (TSX: RCG)  ("RF Capital" or the "Company") today announced that at its special meeting of shareholders held earlier today (the "Meeting"), (i) holders (the "Common Shareholders") of the Company's common shares ("Common Shares") have voted in favour of a special resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement pursuant to which iA Financial Corporation Inc. (TSX: IAG) (the "Purchaser") will acquire, directly or indirectly, all of the issued and outstanding Common Shares by way of a court approved plan of arrangement pursuant to Section 182 of the Business Corporations Act (Ontario) (the "Arrangement"); and (ii) holders (the "Series B Preferred Shareholders", and together with the Common Shareholders, the "Shareholders") of the Company's Cumulative 5-Year Rate Reset Preferred Shares, Series B ("Series B Preferred Shares", and together with the Common Shares, the "Shares") have voted in favour of a special resolution (the "Series B Preferred Shareholders' Arrangement 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 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), as more fully described in the Company's management information circular dated August 21, 2025.

The Arrangement Resolution required approval of at least two-thirds (66 ⅔%) of the votes cast by the Common Shareholders present in person, virtually present or represented by proxy at the Meeting. The Series B Preferred Shareholders' Arrangement Resolution required approval of at least two-thirds (66 ⅔%) of the votes cast by the Series B Preferred Shareholders present in person, virtually present or represented by proxy at the Meeting.

The following is a summary of the votes cast at the Meeting (including votes by proxy and in person or virtually at the Meeting) by Common Shareholders and Series B Preferred Shareholders on the Arrangement Resolution and the Series B Preferred Shareholders' Arrangement Resolution, respectively:

The Company's full report of voting results on the matters presented at the Meeting can be found at www.sedarplus.ca.

Completion of the Arrangement remains subject to receipt of the final order, obtaining applicable regulatory approvals, and other customary closing conditions. The final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement will be sought on September 26, 2025.

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 – 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.comand 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 and receipt of the final order of the Ontario Superior Court of Justice (Commercial List); the proposed timing and 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 and court approvals and other conditions to the closing of the Arrangement or for other reasons; 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.