RF Capital Announces Conversion Privilege of Cumulative 5-Year Rate Reset Preferred Shares, Series B and Cumulative Floating Rate Preferred Shares, Series C

TORONTO, Feb. 25, 2021 /CNW/ - RF Capital Group Inc. (the Company) announced today that it does not intend to exercise its right to redeem all or any part of its currently outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series B (the Series B Shares) or Cumulative Floating Rate Preferred Shares, Series C (the Series C Shares) on March 31, 2021 (the Conversion Date). There are currently 3,565,253 Series B Shares and 1,034,747 Series C Shares outstanding.

As a result and subject to certain conditions set out in the short form prospectus dated February 14, 2011 relating to the issuance of the shares, the holders of the Series B Shares and Series C Shares have the right, at their option, to convert all or any of their Series B Shares or Series C Shares, on a one-for-one basis, into shares of the other series on the Conversion Date (the Conversion Privilege). A formal notice of the Conversion Privilege will be sent to the registered holder of the Series B Shares and Series C Shares.

Subject to the automatic conversion feature noted below, holders who do not exercise their right to convert their Series B Shares or Series C Shares will continue to hold their Series B Shares or Series C Shares, as applicable, and will have the opportunity to convert their shares again on  March 31, 2026, and every five years thereafter as long as the shares remain outstanding.

The foregoing Conversion Privilege is subject to the following conditions: (i) if the Company determines that there would remain outstanding on the Conversion Date less than 1,000,000 Series C Shares, after taking into account all Series B Shares tendered for conversion into Series C Shares and all Series C Shares tendered for conversion into Series B Shares, then the holders of the Series B Shares will not be entitled to convert their shares into Series C Shares and all of the remaining outstanding Series C Shares will automatically be converted into Series B Shares on a one-for-one basis on the Conversion Date; and (ii) alternatively, if the Company determines that there would remain outstanding on the Conversion Date less than 1,000,000 Series B Shares, after taking into account all Series B Shares tendered for conversion into Series C Shares and all Series C Shares tendered for conversion into Series B Shares, then the holders of the Series C Shares will not be entitled to convert their shares into Series B Shares and all of the remaining outstanding Series B Shares will automatically be converted into Series C Shares on a one-for-one basis on the Conversion Date. In either case, if applicable, the Company will give written notice to that effect to the registered holder affected by the preceding conditions no later than March 24, 2021.

The dividend rate applicable to the Series B Shares for the five-year period commencing on April 1, 2021 and ending on and including March 31, 2026, and the dividend rate applicable to the Series C Shares for the three-month period commencing on April 1, 2021 and ending on and including June 30, 2021, will be determined and announced by way of a press release on March 1, 2021.

Beneficial owners of Series B Shares or Series C Shares who wish to exercise their Conversion Privilege should communicate as soon as possible with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which runs from March 1, 2021 until 5:00 p.m. (Toronto time) on March 16, 2021.

The Series B Shares and the Series C Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of the United States. Accordingly, the Series B Shares and the Series C Shares may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to transactions exempt from registration under the U.S. Securities Act or under the securities laws of the applicable state. This press release does not constitute an offer to sell or a solicitation of an offer to buy any security.

FORWARD-LOOKING INFORMATION

This press release contains forward-looking information as defined under applicable Canadian securities laws.  This information includes, but is not limited to, statements concerning objectives, strategies to achieve those objectives, as well as statements made with respect to management's beliefs, plans, estimates, projections and intentions and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events. Such forward-looking information reflects Management's current beliefs and is based on information currently available to Management. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement.

The forward-looking statements included in this press release, including statements regarding the nature of the Company's growth strategy going forward and execution of any of its potential plans, are not guarantees of future results and involve numerous risks and uncertainties that may cause actual results to differ materially from the potential results discussed or anticipated in the forward-looking statements, including those described in this press release and in the Company's latest Annual Information Form ("AIF").  Such risks and uncertainties include, but are not limited to, market, credit, liquidity, operational and legal and regulatory risks, and other risk factors, including variations in the market value of securities, dependence on key personnel and sustainability of fees. Other factors, such as general economic conditions, including interest rate and exchange rate fluctuations, may also influence the Company's results of operations.  For a description of additional risks that could cause actual results to materially differ from current expectations, see the "Risk Management" and "Risk Factors" sections in the 2020 Annual MD&A and the "Risk Factors" section in the Company's latest AIF.

Although we have 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.

Although forward-looking information contained in this press release is provided based on management's reliance on certain assumptions it considers reasonable, there can be no assurance that such expectations will prove to be correct.  Certain statements included in this press release may be considered a "financial outlook" for purposes of applicable Canadian securities laws, and as such, the financial outlook may not be appropriate for purposes other than this press release. Readers should not place undue reliance on the forward-looking statements and information contained in this press release. When relying on forward-looking statements to make decisions, readers should carefully consider the foregoing factors, the list of which is not exhaustive.

The forward-looking information contained in this press release is made as of the date of this press release and should not be relied upon as representing the Company's view as of any date subsequent to the date of this press release. Except as required by applicable law, the Management and the Board of the Corporation undertake no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

All the forward-looking information contained in this press release is expressly qualified in its entirety by the foregoing cautionary statements.

ABOUT RF CAPITAL GROUP INC.

RF Capital currently operates through three business segments: Wealth Management, Operations Clearing, and Corporate. Wealth Management consists of RF Capital's wholly owned subsidiary Richardson Wealth. Richardson Wealth is one of the largest independent wealth management firms in Canada with $30.6 billion in assets under administration (as at January 31, 2021) and 19 offices across the country. The firm's roster of Advisor teams focus exclusively on providing strategic wealth advice and innovative investment solutions customized for each high net worth or ultra-high net worth client family, entrepreneur or business owner.  Operations Clearing, through RF Securities Clearing LP (formerly GMP Securities L.P.), provides carrying broker services to Richardson Wealth and other third parties, including trade execution, clearing, settlement, custody, and certain other middle- and back-office services, and other expenses associated with providing such services.    RF Capital is listed on the Toronto Stock Exchange under the symbol "RCG".  For further information, please visit the Company's corporate website at www.rfcapgroup.com.

SOURCE RF Capital Group Inc.

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