IMPORTANT NOTICE REGARDING FORWARD-LOOKING STATEMENTS & DISCLAIMER

The data, information and opinions contained or referenced herein (collectively, the “Information”) is for general informational purposes only and is not tailored to specific investment objectives, the financial situation, suitability, or particular need of any specific reader or recipient of the Information, and should not be taken as advice in considering the merits of any investment decision. The views expressed in the Information represent the views and opinions of Canaccord Genuity Group Inc. (“Canaccord” or “CG”), whose opinion may change at any time and which are based on analyses of CG, as informed by publicly available information including public disclosure and filings made by RF Capital Group Inc. (“RF Capital”) or other issuers that Canaccord considers comparable, and other third party reports. Unless expressly stated otherwise, any opinion expressed herein are opinions of Canaccord held as of the date appearing in the Information. Canaccord disclaims any obligation to update the Information contained herein, except as required by law. Unless otherwise indicated, financial information and data used herein have been derived or obtained from publicly available information with respect to and/or public disclosure and filings made by RF Capital or other issuers, and from other third party reports.

Forward Looking Statements

Except for any historical information contained herein, the Information and other matters contained or referenced herein contain “forward-looking information” as defined under applicable securities laws (“forward-looking statements”). These statements relate to future events or future performance and reflect management’s expectations, beliefs, plans, estimates, intentions and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts, including Canaccord’s proposal made to and rejected by the RF Capital board to acquire all of the RF Capital shares (the “Proposal”), the effects relating to or resulting from the Proposal, the business and economic conditions and Canaccord’s growth, results of operations, performance, business prospects and opportunities, the implementation and timing of Canaccord’s business strategy, the plans and intentions in respect of the Proposal and the combined business of Canaccord and RF Capital if the transaction contemplated by the Proposal is completed. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, “target”, “intend”, “could” or the negative of these terms or other comparable terminology. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to  RF Capital’s other stakeholders’ responses and market reactions to the Proposal, market and general economic conditions, the nature of the financial services industry and the risks and uncertainties discussed from time to time in the Canaccord’s interim condensed and annual consolidated financial statements, its annual report and its annual information form (“AIF”) filed on www.sedar.com as well as the factors discussed in the sections entitled “Risk Management” and “Risk Factors” in the AIF, which include market, liquidity, credit, operational, legal and regulatory risks.

The preceding list is not exhaustive of all possible risk factors that may influence actual results. Readers are cautioned that the preceding list of material factors or assumptions is not exhaustive. Although the forward-looking statements contained herein are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Unless otherwise indicated herein, the forward-looking statements herein are made as of March 22, 2021 and should not be relied upon as representing Canaccord’s views as of any date subsequent to such date. Except as may be required by applicable law, Canaccord does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking statements, whether as a result of new information, further developments or otherwise.

Non-GAAP Measures

Client assets include assets under administration (“AUA”) which is a non-IFRS measure that is common to the wealth management business. Client assets reflect the market value of securities and funds managed and administered by Canaccord from which Canaccord earns commissions and fees. This measure includes funds held in client accounts as well as the aggregate market value of long and short security positions. Canaccord’s method of calculating AUA and may differ from the methods used by other companies and therefore may not be comparable to other companies. Management uses these measures to assess operational performance of the Canaccord Genuity Wealth Management business segment. The value of AUA will change with changes in market values and foreign exchange rates.

Third Party Information

Canaccord has not sought or obtained consent from any third party for the use herein of previously published information. Any such information should not be viewed as indicating the support of such third party for the views expressed herein.

Although certain of the Information contained herein has been obtained or derived from sources believed to be reliable, Canaccord does not guarantee the accuracy, completeness or fairness of such Information. Canaccord has relied upon and assumed, without independent verification, the accuracy and completeness of all data and information available from public sources. No warranty is made that any of the Information contained herein, whether derived or obtained from public disclosure or filings made with a regulator or from any third party, is accurate. Canaccord shall not be responsible for and expressly disclaims any liability for any misinformation contained in any public disclosure, regulatory filing or third party report.

The estimates, projections, and potential impact of the proposals and plans set forth herein (including the Proposal) are based on assumptions that Canaccord believes to be reasonable, but there can be no assurance or guarantee that actual results or performance of Canaccord or RF Capital will not differ, and such differences may be material.

Neither the Information nor anything contained or referenced herein is intended to be, nor should it be construed or used as, investment, tax, legal or financial advice, an opinion of the appropriateness of any investment, or an offer (or solicitation of an offer) to buy or sell any security in any jurisdiction in which such an offer (or solicitation of an offer) would be unlawful under the applicable laws of such jurisdiction.

Additional Information (voluntary disclosure regarding public broadcast solicitations)

The information contained in this website does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Canaccord has not made any proposal in respect of the annual and special meeting of RF Capital shareholders scheduled to be held on April 29, 2021 and is not, at this time, asking RF Capital shareholders to execute a proxy in favour of or against any resolution at such meeting or at any meeting of shareholders.

Notwithstanding the foregoing, Canaccord is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) and section 112(1.2) of the Business Corporations Act (Ontario) in accordance with Canadian corporate and securities laws applicable to public broadcast solicitations.  

The information contained in this website and any solicitation made by Canaccord in advance of any meeting of RF Capital shareholders would be, if applicable, made by Canaccord and not by or on behalf of the management of RF Capital. All costs incurred for any solicitation would be borne by Canaccord, provided that, subject to applicable law, Canaccord may seek reimbursement from RF Capital of Canaccords’ out-of-pocket expenses, including proxy solicitation expenses and legal fees.

Other than as described in this website, none of Canaccord or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of RF Capital’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect RF Capital or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at a meeting of shareholders.

Canaccord is not soliciting proxies at this time. If Canaccord decides to solicit proxies for the upcoming annual and special meeting or any other meeting of RF Capital shareholders, it may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of Canaccord. Any proxies solicited by or on behalf of Canaccord may be solicited pursuant to a dissident information circular or by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under applicable corporate and securities laws. Any such proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.

The registered address of RCGI is located at 145 King Street West, Suite 200, Toronto, Ontario, M5H 1J8.