iA Financial Corporation Inc. (TSX:IAG) entered into a definitive agreement to acquire RF Capital Group Inc. (TSX:RCG) from Richardson Financial Group Limited and others for approximately CAD 450 million on July 27, 2025. Consideration consists of CAD 20 per issued and outstanding common share and CAD 25 per issued and outstanding preferred share of RF Capital, payable entirely in cash. Purchase price will be funded by iA existing cash on hand and is expected to reduce. A termination fee of CAD 14.8 million would be payable by RF Capital to iA in certain circumstances, including in the context of a superior proposal supported by RF Capital. The board of directors of RF Capital, after receiving the unanimous recommendation from its special committee of independent directors unanimously recommends that RF Capital?s common shareholders and Series B preferred shareholders vote in favour of the Transaction. Upon the completion of the Transaction, the Series B Preferred Shares, to be delisted from the Toronto Stock Exchange. The Transaction is not subject to any financing condition.

Closing of the Transaction is subject to the receipt of the required approvals from RF Capital?s common shareholders and certain regulatory approvals and court approval, as well as the satisfaction of other customary closing conditions. Closing of the Transaction is expected to occur during Q4 2025. On September 22, 2025, RF Capital Group Inc. obtains shareholder approval for the sale to iA Financial Corporation Inc. 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. As of October 27, 2025, the Canadian Investment Regulatory Organization has approved the transaction, as a result, all conditions to closing of the Arrangement have been satisfied, which RF Capital Group expects the transaction to close on or about October 31, 2025.

CIBC Capital Markets is acting as exclusive financial advisor and fairness opinion provider and Goodmans LLP is acting as legal counsel to RF Capital Group Inc. Cormark Securities Inc. is providing a fairness opinion to the Special Committee and the Board of Directors of RF Capital Group Inc. Stikeman Elliott LLP is acting as legal counsel Richardson Financial Group Limited. National Bank Financial Inc. is acting as financial advisor and McCarthy Tétrault LLP is acting as legal counsel to iA Financial Corporation Inc.

iA Financial Corporation Inc. (TSX:IAG) completed the acquisition of RF Capital Group Inc. (TSX:RCG) from Richardson Financial Group Limited and others on October 31, 2025.