Shareholder information

¹On March 30, 2022, RF Capital completed the previously announced consolidation of its common shares (the Common Shares) on the basis of ten (10) pre-consolidation Common Shares for every one (1) post-consolidation Common Share (the Consolidation). Immediately prior to the Consolidation, the Company had 158,714,254 Common Shares issued and outstanding. Following the Consolidation, the Company will have 15,871,426 Common Shares issued and outstanding. The Common Shares will continue to be listed on the Toronto Stock Exchange under the symbol “RCG” and are expected to begin trading on a post-Consolidation basis when the market opens on March 30, 2022. The new CUSIP and ISIN numbers for the Common Shares are 74971G401 and CA74971G4016, respectively.

The Company’s transfer agent, TSX Trust Company, has sent a letter of transmittal to the registered holders of the Common Shares. The letter of transmittal contains instructions on how to surrender Common Share certificates representing pre-Consolidation Common Shares to the transfer agent. Shareholders can obtain a copy of the letter of transmittal under the Company’s SEDAR profile at www.sedar.com. The transfer agent will forward to each registered shareholder who has sent the required documents a new Common Share certificate representing the number of post-Consolidation Common Shares to which the registered shareholder is entitled. If shareholders hold their Common Shares through an intermediary and they have questions in this regard, they are encouraged to contact their intermediaries.

²On April 29, 2020, in response to the disruption caused by COVID-19, GMP’s board of directors decided to temporarily suspend the Company’s quarterly common share cash dividend. While the company has a strong capital position with net working capital of $126.1 million as at March 31, 2020, the decision was made out of an abundance of caution and conservative approach to capital and risk management.

Effective October 20, 2020, following the completion of the RGMP Transaction, the Board approved the resumption of the Company’s quarterly dividend on its preferred shares commencing with the payment of accrued but unpaid dividends of $0.2257 per Cumulative 5-Year Rate Reset Preferred Share, Series B, and $0.193803 per Cumulative Floating Rate Preferred Shares, Series C, payable on November 16, 2020, to preferred shareholders of record on October 30, 2020.

On July 30, 2020, the Board of Directors approved to temporarily suspend quarterly cash dividends on all classes of its preferred shares. The Company’s net working capital as at June 30, 2020 was $122.8 million. While this level of liquidity is sufficient to pay dividends, under Section 38(3) of the Business Corporations Act (Ontario), the Company’s governing corporate statute, the Company cannot pay a dividend if there are reasonable grounds for believing that the net realizable value of the Company’s assets would be less than the aggregate of its liabilities and its legal stated capital of all classes of shares (common and preferred) as at September 30, 2020, the date on which its quarterly preferred share dividend would normally be paid.

Effective October 20, 2020, following the completion of the RGMP Transaction, the Board approved the resumption of the Company’s quarterly dividend on its preferred shares commencing with the payment of accrued but unpaid dividends of $0.2257 per Cumulative 5-Year Rate Reset Preferred Share, Series B, and $0.193803 per Cumulative Floating Rate Preferred Shares, Series C, payable on November 16, 2020, to preferred shareholders of record on October 30, 2020.

Previously, on July 30, 2020, the Board of Directors approved to temporarily suspend quarterly cash dividends on all classes of its preferred shares. The Company’s net working capital as at June 30, 2020 was $122.8 million. While this level of liquidity is sufficient to pay dividends, under Section 38(3) of the Business Corporations Act (Ontario), the Company’s governing corporate statute, the Company cannot pay a dividend if there are reasonable grounds for believing that the net realizable value of the Company’s assets would be less than the aggregate of its liabilities and its legal stated capital of all classes of shares (common and preferred) as at September 30, 2020, the date on which its quarterly preferred share dividend would normally be paid.

In the event that the payment date is not a business day, such dividend shall be paid on the next succeeding day that is a business day.