CANCAP Management Inc. entered into a definitive arrangement agreement to acquire Rifco Inc. (TSXV:RFC) from 933672 Alberta Ltd., Tim & Ruth Peterson and others for CAD 25.5 million on February 2, 2020. Under the terms of the Agreement, each Rifco shareholder will receive cash consideration of CAD 1.18 for each Rifco Share held. Financing commitment letters have been executed for financing the transaction. Upon completion of the acquisition, Rifco will be wholly owned by the CANCAP Management, and cease to be listed on the TSXV. Rifco is subject to non-solicitation provisions and in certain circumstances, the Board of Directors may terminate the agreement in favour of an unsolicited superior proposal, subject to the payment of a termination fee of CAD 1 million and subject to a right of CanCap to match such superior proposal. A special committee of Rifco's Board of Directors was constituted to review strategic alternatives for Rifco. The transaction is subject to approval of 66 2/3% of the votes cast by Rifco shareholders at a special meeting of Rifco shareholders to be called to approve the transaction. The completion of the transaction will also be subject to obtaining court approval, the consents and approvals of, filings with, and notices and applications to the governmental entities having been duly obtained and satisfaction of closing conditions customary for a transaction of this nature. With the unanimous recommendation of the Special Committee, the Board of Rifco has unanimously determined that the transaction is in the best interests of Rifco and is recommending that Rifco’s shareholders vote in favour of the transaction. The Board and Special Committee of Rifco have received the opinion of Raymond James Ltd. to the effect that the consideration to be received by the Rifco’s shareholders is fair from a financial point of view such shareholders. Following closing of the transaction, the Rifco Shares would be delisted from the TSXV. The special meeting will be held in late-February and late-March, 2020, respectively. The transaction is expected to close in the first quarter of 2020. As of March 2, 2020, the special meeting is scheduled to be held on April 3, 2020 and the transaction is expected to close in to occur in April 2020. Shareholders of Rifco approved the transaction on April 3, 2020. As of March 30, 2020, CANCAP delivered written notice to Rifco on March 27, 2020 that it is alleging termination of the arrangement agreement dated February 2, 2020, on accounts of Material Adverse Effects under the agreement; however, Rifco disagrees with the decision and has scheduled its shareholder approval for April 3, 2020. As of April 7, 2020, Court of Queen’s Bench of Alberta director to exchange of materials and procedural steps by the parties from April 8 - April 28, 2020 and for a hearing on the matter to be held before the Court on May 1, 2020. Raymond James Ltd. acted as a financial advisor and provided fairness opinion to Rifco and the special committee of Rifco. Trevor Wong-Cho of DLA Piper (Canada) LLP acted as legal advisor to Rifco. RBC Capital Markets acted as financial advisor and Don West of Aird & Berlis LLP acted as legal advisor to CANCAP Management Inc. Royal Bank of Canada acted as financial advisor to CANCAP Management Inc. TMX Group Limited (TSX:X) acted as registrar and transfer agent to Rifco. Gryphon Advisors Inc. acted as proxy solicitation agent to Rifco. CANCAP Management Inc. cancelled the acquisition of Rifco Inc. (TSXV:RFC) from 933672 Alberta Ltd., Tim & Ruth Peterson and others on July 29, 2020. The Settlement Amount of CAD 1.5 million has been paid to in trust to Rifco in immediately available funds.