Rifco Shareholders – Time For Change

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Rifco’s shareholders have been patient for far too long; waiting for the incumbent Board of Directors, together with its existing Chief Executive Officer– William (Bill) R. Graham (“Graham”), to show the necessary leadership to bring Rifco back to its full potential and maximize shareholder value. The Concerned Shareholders’ propose a new experienced board with a clear plan to restore Rifco to its full potential.

HANNA, ALBERTA – (November 24, 2020) – Tim Peterson, Ruth Peterson, 933672 Alberta Ltd. Sorbrick Capital Corp., 812787 Alberta Ltd., Big Country Holdings Ltd., Norman Storch and Jeffrey P. Newhouse (the “Concerned Shareholders”) each of whom is a shareholder of Rifco Inc. (“Rifco” or “Company”) (TSX VENTURE: RFC), today announced that they have filed, and commenced the mailing of the Concerned Shareholders’ Dissident Proxy Circular (“Proxy Circular”), in advance of the Company’s Annual General and Special Meeting of Shareholders, to be held at 3:00pm (MT) on Friday December 11, 2020. As previously announced the Concerned Shareholders’ director nominees are Jared Priestner, Tim Peterson, Jeffrey P. Newhouse and Sean C. Aylward, each of whom is highly qualified and well known in the business community.

The Concerned Shareholders’ Proxy Circular includes a letter outlining the reasons why Rifco shareholders should vote FOR the Concerned Shareholders’ director nominees, among other matters. The Concerned Shareholders currently exercise control or direction over an aggregate of 9,460,582 common shares (the “Common Shares”) in the capital of Rifco, representing approximately 43.80% of the 21,597,483 outstanding Common Shares. Shareholders are urged to read the Concerned Shareholders’ shareholder letter and Proxy Circular. If you agree with the Concerned Shareholders that shareholders deserve a more proactive board that can bring value to your investment, we ask that you take the time to vote, using only the BLUE proxy. The Proxy Circular, and accompanying Form of Proxy is filed on SEDAR under Rifco’s profile. A copy of the Proxy Circular and Form of Proxy can also be found at shorecrestgroup.com/news.

Shareholders that have questions or need assistance in voting, should contact Shorecrest Group Ltd., for assistance by phone at 1-888-637-5789, collect call outside North America at 1-647-931-7454, or by email at contact@shorecrestgroup.com.

A full copy of the letter to shareholders is set out below:

Dear Fellow Shareholders,

Change is needed to reposition Rifco for a better and brighter future. The incumbent Board of Directors (the “Board”) together with its existing Chief Executive Officer (“CEO”) – William (Bill) R. Graham (“Graham”) have demonstrated – over the last 7 years – they lack the abilities, vision and competencies required to lead this organization any further. Without fresh thinking and positive change in the leadership of Rifco, your investment will continue to languish.

We are “The Concerned Shareholders”, which currently exercise control or discretion over an aggregate of 9,460,582 Common Shares in the capital of Rifco – representing approximately 43.80% of the 21,597,483 outstanding Common Shares.

There is still time to alter the current trajectory of Rifco. However, our attempts to engage with Graham and the Board over the past 12 months have been frustrated by egos. Graham and the Board have continuously stonewalled us through silence and resistance. Despite the lost years and squandered opportunities by Graham and the Board, the Concerned Shareholders believe passionately in the future of Rifco. Collectively, they have invested in excess of $10 million in Rifco; a material portion of this investment has been held since initially investing in the Company as part of its public debut in 2003. We are now forced to undertake this proxy battle but do so with a purpose; to usher in fresh thinking, and innovation. We are pushing for positive change at the Board level and by replacing the CEO.

Graham together with the Board, have demonstrated through their inactions over the last 7 years that they are content to view Rifco’s future as unremarkable. They continue to eat into the equity of the Company, eroding Rifco’s book value while they figure out their next move.

We are no longer willing to stand idly by and let Rifco continue its current path to obsolescence. Graham and the Board have been given enough time to turn the trajectory of Rifco around and they have failed, year-after-year, to demonstrate their competence to make the necessary changes required to remain current with market conditions. Status quo is not an acceptable option.

We believe that Graham and the current Board have failed in making strategic decisions to put Rifco in a competitive position in the marketplace and maximize shareholder value over time. Their strategy appears to be inconsistent with the best interests of Rifco shareholders, while enriching themselves.

We are confident about the merit, quality and value potential of Rifco, but believe that new leadership is required. Rifco needs a new CEO supported by a new board. Shareholders require better decisionmaking on strategic matters, to oversee management in improving operational cost efficiencies and to introduce a new vision for this organization. We believe that our Nominees for director have the capability and experience required to help strategically steer Rifco’s future in a manner that maximizes shareholder value. To prevent further erosion in value to the shareholders of Rifco, it is time to make a change and vote for a new board that is committed to restoring Rifco to its true potential.

Yours very truly,
The Concerned Shareholders


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