Press Release

Difference Capital Announces Financings

Written on June 8th, 2013

TORONTO, ONTARIO–(Marketwired – June 18, 2013) –

Difference Capital Financial Inc. (“DCF”) (TSX VENTURE:DCF) announced today that it has filed a preliminary short form prospectus with the securities regulatory authorities in all provinces of Canada, except Québec, in connection with an overnight-marketed public offering (the “Debenture Offering”) of convertible unsecured subordinated debentures (the “Debentures”) of DCF. DCF also announced that it has filed a preliminary short form prospectus with the securities regulatory authorities in all provinces of Canada, except Québec, in connection with an offering of up to $50,000,000 of common shares of DCF (the “Common Shares”) to be effected at a price per Common Share to be determined in the context of the market on a commercially reasonable best efforts agency basis (the “Share Offering” and, together with the Debenture Offering, the “Offerings).

The Offerings are being made through a syndicate of dealers bookrun by National Bank Financial Inc. (“NBF”) as lead agent for the Share Offering and lead underwriter for the Debenture Offering together with a syndicate consisting of Canaccord Genuity Corp., TD Securities Inc., Dundee Securities Ltd., GMP Securities L.P., Byron Capital Markets Ltd. and Global Securities Corporation.

The issue price of the Debentures and Common Shares, along with the interest rate, conversion price and size of the Debenture Offering, will be determined in the context of the market prior to filing of an amended and restated preliminary prospectus in respect of the Debenture Offering and the (final) short form prospectus in respect of the Share Offering. An underwriting agreement in respect of the Debenture Offering has not yet been entered into between DCF and NBF.

DCF will also grant NBF an option, exercisable in whole or in part for a period of 30 days from the closing of the Debenture Offering and the Share Offering, respectively, to acquire up to: (i) an additional 15% of the principal amount of the Debentures issued pursuant to the Debenture Offering and; (ii) an additional 15% of the Common Shares issued pursuant to the Share Offering for additional gross proceeds of up to $7,500,000.

“We are very pleased to have the support of a number of Canada’s largest financial institutions as we embark on our latest financing,” said Neil Johnson. “In a short period of time, DCF has become one of Canada’s leading specialty finance firms in the technology and media space.”

The Debenture Offering is expected to close on or about July 3, 2013 and the Share Offering is expected to close on or about July 9, 2013. The Offerings are subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The Offerings are not cross conditional. Therefore, completion of the Debenture Offering is not conditional upon completion of the Share Offering and likewise completion of the Share Offering is not conditional upon completion of the Debenture Offering.

The net proceeds of the Offerings will be used by DCF to pay certain indebtedness, for general corporate purposes and to make strategic investments in debt and equity securities in both privately held and public target companies, with a focus on technology-related and intellectual property-rich companies.

About Difference Capital Financial Inc.

Difference Capital Financial Inc. is a publicly-listed, Toronto-based specialty finance company focused on creating shareholder value through strategic investments in, and advisory services for, growth companies, particularly in the technology, media and healthcare sectors, as well as through opportunistic investments in undervalued financial assets and real property.

Cautionary Notes

This press release contains forward-looking statements regarding future growth, results of operations, performance, business prospects and opportunities involving DCF. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or similar expressions, are forward-looking statements within the meaning of securities laws. Forward-looking statements include, without limitation, the closing of the Offerings. These statements are not historical facts but instead represent only management’s and the board’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve known and unknown risks, assumptions, uncertainties, and other factors that may cause actual results or events to differ materially from what is expressed, implied or forecasted in such forward-looking statements. In addition to the factors the Company currently believes to be material such as, but not limited to, market conditions, the ability to secure additional financings, the ability to close on future investments, the ability of DCF to achieve its investment objectives, its dependence on the efforts of management, risks associated with fluctuations in net asset value and valuation of DCF’s portfolio, its ability to operate on a profitable basis, changes in interest rates, evaluation of its provision for income and related taxes, and other factors, such as general, economic and business conditions and opportunities available to or pursued by DCF, not currently viewed as material could cause actual results to differ materially from those described in the forward-looking statements. Although DCF has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended. Accordingly, shareholders should not place any undue reliance on forward-looking statements as such information may not be appropriate for other purposes. DCF does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release except as required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the proposed transactions and neither of the foregoing entities has approved or disapproved of the contents of this press release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.


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