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Subject: OFR

GMP Capital Announces Final Results of Substantial Issuer Bid

TORONTO, Nov. 23, 2020 /CNW/ - GMP Capital Inc. (recently re-named RF Capital Group Inc.) (the "Company") (TSX: GMP) announced today the final results of its previously announced substantial issuer bid ("SIB") to purchase up to 16,528,926 of the Company's outstanding common shares ("Common Shares") at $2.42 per Common Share for an aggregate purchase price of approximately $40 million. The SIB expired at 5:00 p.m. (Eastern time) on November 18, 2020.

Based on a final count by AST Trust Company (Canada), as depositary for the SIB (the "Depositary"), the Company has taken up and purchased for cancellation 16,528,926 Common Shares at the purchase price of $2.42 per Common Share for an aggregate purchase price of approximately $40 million.

The number of Common Shares purchased under the SIB represent approximately 21.9% of the Common Shares issued and outstanding prior to the commencement of the SIB, and 9.4% of the Common Shares issued and outstanding after giving effect to the previously announced consolidation of 100% of the ownership of Richardson Wealth Limited (formerly Richardson GMP Limited) under the Company, which closed on October 20, 2020. After giving effect to the cancellation of the Common Shares purchased, 159,380,123 Common Shares will be issued and outstanding.

An aggregate of 42,385,834 Common Shares were validly tendered and not withdrawn pursuant to the SIB. As a result of the SIB having been oversubscribed, shareholders who tendered Common Shares to the SIB will have the number of Common Shares prorated to approximately 39% of their successfully tendered Common Shares (other than "odd lot" tenders, which are not subject to proration).

The Company has tendered the aggregate purchase price for the properly tendered Common Shares to the Depositary in accordance with the SIB and applicable laws. Payment to the shareholders will be completed by the Depositary in due course. This payment will be made in cash, less any applicable taxes and without interest. Any Common Shares invalidly tendered will be promptly returned to the tendering shareholder by the Depositary.

To assist shareholders in determining the tax consequences of the SIB, the Company has determined that, for the purposes of the Income Tax Act (Canada), the paid-up capital per Common Share purchased was $0.89. The Company designates the entire amount of the deemed dividend arising from its repurchase of the Common Shares as an eligible dividend. Dividends are designated to be eligible dividends pursuant to the Income Tax Act (Canada) and any applicable provincial legislation pertaining to eligible dividends.

The full details of the SIB are described in the offer to purchase and issuer bid circular of the Company dated October 13, 2020, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and available on SEDAR at www.sedar.com.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Common Shares.


This press release contains "forward-looking information" as defined under applicable Canadian securities laws. This information includes, but is not limited to, 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 timing of payment to shareholders whose Common Shares were taken up under the SIB, are not guarantees of future results and involve numerous known and unknown risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. Forward-looking statements are based on reliance on certain assumptions management considers reasonable at this time. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.

Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.


RF Capital Group Inc. ("RF Capital") (formerly GMP Capital Inc.) 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 $29 billion of assets under administration (as at September 30, 2020) and 19 offices across the country. The firm's growing roster of Advisor teams (164 as at September 30, 2020) focus exclusively on providing strategic wealth advice and innovative investment solutions customized for each high net worth or ultra-high net worth client family, entrepreneur or business owner.  Operations Clearing, through RF Securities Clearing LP (formerly GMP Securities L.P.), 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. The Company is listed on the Toronto Stock Exchange under the symbol "GMP". For further information, please visit our corporate website at www.rfcapgroup.com

SOURCE GMP Capital Inc.

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