RF Capital Announces Clarification to Schedule C to Circular

TORONTO, ON (May 20, 2021) – RF Capital Group Inc. (RF Capital or the Company) (TSX: RGC) announces a clarification to Schedule C to its management information circular (the Information Circular) dated as of April 19, 2021 and filed under the Company’s SEDAR profile on May 5, 2021.

At the Company’s upcoming shareholders meeting, to be held on May 26, 2021 (the Meeting) RF Capital is requesting that shareholders approve amendments to its common share option plan to, among other things, fix the aggregate number of common shares for which options may be granted at 1,500,000 (the Proposed Amendment).  The Proposed Amendment is accurately described at page 13 of the Information Circular. 

The revised text of the Amended and Restated Common Share Option Plan attached at Schedule C of the Information Circular did not accurately reflect the Proposed Amendment.  In lieu of the revised text, the first paragraph of Section 3 at page C-5 should read as follows:

“The shares subject to the Plan shall be Common Shares. The Common Shares for which Options are granted shall be authorized but unissued Common Shares. The aggregate number of Common Shares that may be issued under the Plan upon the exercise of Options shall be 1,500,000, of which 375,000 Common Shares may be issued pursuant to currently outstanding Options, subject to increase or decrease by reason of amalgamation, rights offerings, reclassifications, consolidations or subdivisions, as provided in Section 14 hereof, or as may otherwise be permitted by applicable law and the Toronto Stock Exchange.”

In the event that shareholders approve the amendment to the Company’s common share option plan at the Meeting, the form of option plan adopted by the board of directors will reflect the language above (in lieu of the text included in Schedule C).

ABOUT US

RF Capital Group Inc. (RF Capital) 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 $33.2 billion in assets under administration (as at April 30, 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. The Company 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, a Best Workplace for Women in 2021 and a Best Workplace in Canada. For further information, please visit 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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