RF Capital Announces Filing of Information Circular and Receipt of Interim Order for Acquisition by IA Financial Corporation Inc.

RF Capital has filed its information circular and received an interim order in connection with its acquisition by IA Financial Corporation Inc. The circular is available on SEDAR+ and the company's website. Physical delivery of the meeting materials has commenced. The acquisition is set to take place at a special meeting of shareholders.

RF Capital Group Inc. (TSX: RCG) has announced the filing and mailing of its information circular in connection with its acquisition by IA Financial Corporation Inc. (TSX: IAG). The circular is now available on SEDAR+ (www.sedarplus.ca) and the company's website at https://richardsonwealth.com/investor-relations/shareholder-meetings. Physical delivery of the meeting materials has also commenced.

The acquisition is set to be discussed and voted on at a special meeting of shareholders, scheduled for September 22, 2025, at 10:00 a.m. (Toronto time). The meeting will be held in a hybrid format, both in person at Goodmans LLP, 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7, and online at https://meetings.lumiconnect.com/400-720-184-170. Only shareholders of record at the close of business on August 20, 2025, or their duly appointed proxyholders, will be entitled to vote at the meeting.

The meeting is being held to consider and vote on a special resolution approving a plan of arrangement under which IA Financial Corporation will acquire all issued and outstanding shares of RF Capital. Common shareholders will be asked to consider and vote on an arrangement resolution, while Series B Preferred Shareholders will consider and vote on a separate arrangement resolution. The acquisition will involve a cash consideration of C$20.00 per Common Share and C$25.00 per Series B Preferred Share, along with accrued and unpaid dividends.

The arrangement resolution requires the affirmative vote of at least two-thirds (66⅔%) of the votes cast by the holders of Common Shares present, virtually present, or represented by proxy at the meeting. The Series B Preferred Shareholders' Arrangement Resolution requires a similar vote but 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 its directors and senior officers have agreed to support and vote in favor of the arrangement.

The Ontario Superior Court of Justice (Commercial List) has issued an interim order dated August 21, 2025, authorizing the calling and holding of the meeting and other related matters. The completion of the arrangement is subject to obtaining the final order of the court, regulatory approvals, and other customary closing conditions. If these conditions are met, the arrangement is anticipated to be completed during the fourth quarter of 2025.

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 by the reconvened meeting deadline if the meeting is adjourned or postponed. For assistance in voting, shareholders can 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 [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