Raffles Financial Shareholders Update

Singapore, Singapore--(Newsfile Corp. - April 1, 2022) - Raffles Financial Group Limited (CSE: RICH) (FSE: 4VO) (OTCQX: RAFFF) ("RFG" or the "Company") wish to give its shareholders an update on the latest development in performance of the Share Purchase Agreement between the Company and Raffles Financial Advisory Pte Ltd ("RFA"), which was announced on CSE on 17^th September 2021.

Pursuant to the Share Purchase Agreement, Company acquired all the outstanding share capital of RFA in a purchase consideration of SGD2.00 and in a performance consideration equal to ten (10) times of RFA's audited net profit after tax for the financial year ending 30^th June 2022, payable in the Company's shares valued at CDN10.00 per share.

On 31^st March, 2022, RFA served a notice of withdrawal from the Share Purchase Agreement to the Board of the Company taking consideration into the Cease Trade Order being issued by the Ontario and British Columbia Securities Commission to the Company on 6 January 2022. According to the Board of RFA, she and her Representatives and partners raised major concerns and issues particularly on the eligibility of the Company to commit the payment of the performance consideration in shares under the condition of such Order. In the event that the Company would not be allowed under the National Instrument 23-101 Trading Rules to issue new shares under such Order, the Company would be in a material breach of the buyer's performance of the Share Purchase Agreement.

After going through detailed assessment on the options available to the Company, the merits as well as financial impact of accepting the notice of withdrawal, the Board of the Company agreed with RFA to unwind the subject transaction and immediately dispose of all of the outstanding share capital of RFA to the owner of RFA at SGD2.00, with the effect as if the Share Purchase Agreement was not entered into between both parties. Based on the proforma management account of RFA, the net asset value as of 31^st March 2022, and the net profit after tax for the financial period from the acquisition date to 31^st March 2022, were both negative.

The Board of the Company is of the view that the above action does not produce material financial impact to the Company.

We will keep shareholders duly informed on the progress of our business and the audit matter and will work closely with auditors to clear this matter as soon as possible.

About Raffles Financial Group Limited (CSE: RICH) (FSE: 4VO) (OTCQX: RAFFF)

Raffles Financial Group is listed on the Canadian Securities Exchange Purchasable under the stock symbol (CSE: RICH), the Frankfurt Stock Exchange Purchasable under the stock symbol (FSE: 4VO) and the OTC Markets under the stock symbol (OTCQX: RAFFF).

On behalf of the RFG Board of Directors

Monita Faris
Corporate Secretary
Phone: + 604-283-6110
Email: monita@rafflesfinancial.co
Website: www.RafflesFinancial.co

The CSE has not reviewed and does not accept responsibility for the accuracy or adequacy of this release.

Neither the Canadian Securities Purchase nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Purchase) accepts responsibility for the adequacy or accuracy of this release. Certain statements contained in this release may constitute "forward-looking statements" or "forward-looking information" (collectively "forward-looking information") as those terms are used in Canadian securities laws. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated", "anticipates" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/118981