RF Capital Announces Conversion Results for its Cumulative Preferred Shares

TORONTO, ON (March 18, 2021) – RF Capital Group Inc. (TSX:RCG)(the Company) announced today that after having taken into account all election notices received by the March 16, 2021 conversion deadline in respect of the Cumulative 5-Year Rate Reset Preferred Shares, Series B (the Series B Shares) and Cumulative Floating Rate Preferred Shares, Series C (the Series C Shares), if the Company were to give effect to such notices there would be only 905,752 Series C Shares outstanding after the conversation date of March 31, 2021 (the Conversion Date).

The terms of the Series B Shares provide that if, after giving effect to all election notices at the close of business on March 16, 2021, there would be outstanding less than 1 million Series C Shares after the Conversion Date, then no holders of Series B Shares are permitted to convert their Series B Shares into Series C Shares. Accordingly, the holders of the Series B Shares are not entitled to convert their shares.

The terms of the Series C Shares provide that if, after giving effect to all election notices at the close of business on March 16, 2021, there would remain outstanding less than 1 million Series C Shares after the Conversion Date, then all remaining outstanding Series C Shares will automatically convert into Series B Shares, on a one-for-one basis, on the Conversion Date. Accordingly, on March 31, 2021, all Series C Shares will automatically convert to Series B Shares on the basis of one Series B Share for each Series C Share.

Effective as of the Conversion Date there will be 4.6 million Series B Shares listed on the Toronto Stock Exchange under the symbol RCG.PR.B.

The Series B Shares and 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 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 Company 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 Group Inc. (RF Capital) currently operates through two business segments: Wealth Management and Operations Clearing; and a Corporate segment. 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 $31.4 billion in assets under administration (as at February 28, 2021) and 19 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. Richardson Wealth is committed to maintaining exceptional fiduciary standards and has earned certification – determined annually – from the Center for Fiduciary Excellence for its Separately Managed and Portfolio Management Account platforms. Richardson Wealth has also been recognized as a Great Place to Work™ for the past three years. Operations Clearing, through RF Securities Clearing LP, 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 our corporate website at www.rfcapgroup.com and www.RichardsonWealth.com.

For Further Information Please Contact:

RF Capital Group Inc.

Rocco Colella, Managing Director, Investor Relations

Tel: (416) 941-0894; rcolella@rfcapgroup.com

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