Press Release

Difference Capital Announces Normal Course Issuer Bid for Convertible Debentures

Written on January 18th, 2017

TORONTO, ONTARIO – (Marketwired – December 13, 2016) – Difference Capital Financial Inc. (“DCF” or the “Company”) (TSX:DCF) (TSX:DCF.DB), announced today that the Toronto Stock Exchange (the “TSX”) has approved its notice of intention to renew its normal course issuer bid (“NCIB”) for a portion of its 8% convertible unsecured subordinated debentures (“Convertible Debentures”). The NCIB will be made in accordance with the requirements of the TSX. DCF may begin to purchase Convertible Debentures on or about December 15, 2016, subject to Company blackout periods.

As of December 6, 2016, $32,289,000 principal amount of Convertible Debentures were outstanding. Pursuant to the NCIB, DCF intends to acquire up to $3,167,000 principal amount of Convertible Debentures in the 12-month period commencing December 15, 2016 and ending on December 14, 2017, which figure represents 10% of the public float of outstanding Convertible Debentures as of December 6, 2016. Purchases under the normal course issuer bid will be made by DCF through the facilities of the TSX and in accordance with applicable regulatory requirements. The price that DCF will pay for any Convertible Debentures will be the market price of such Convertible Debentures at the time of acquisition.

The average daily trading volume (the “ADTV”) for the period of June 1, 2016 to November 30, 2016 was $27,921 principal amount of Convertible Debentures. Pursuant to the TSX rules, the maximum number of securities that may be repurchased during the same trading day is 25% of the ADTV, being $6,980 principal amount of Convertible Debentures, subject to DCF’s ability to make one block purchase of the Convertible Debentures per calendar week that exceeds such limit. Any Convertible Debentures that are purchased under the NCIB will be cancelled upon their purchase by DCF. DCF will fund the purchases through available cash.

Under its last normal course issuer bid, which ends on December 14, 2016, DCF purchased $3,310,000 principal amount of Convertible Debentures at a weighted average price paid per Convertible Debenture of $91.47.

DCF believes that the repurchase by the Company of a portion of its outstanding Convertible Debentures is an appropriate use of available cash and is in the best interests of DCF and its securityholders.

To the best of the knowledge of the directors and senior officers of DCF, no director, senior officer, associate of a director or senior officer, or person holding 10% or more of the common shares or convertible debentures of DCF intends at present to sell common shares or convertible debentures during the course of this bid. However, sales by such persons through the facilities of the TSX or elsewhere may occur as the personal circumstances or decisions of any such person, unrelated to the bid, determine. The benefits to any such person whose convertible debentures are purchased would be the same as the benefits available to all other holders whose convertible debentures are purchased.

The Company would also like to announce the approval from the TSX for an Automatic Debenture Purchase Plan (“Plan”) commencing on December 15, 2016, which will enable the Company to continue purchasing Convertible Debentures under this normal course issuer bid during Company-imposed blackout periods.

The Plan will co-terminate with the expiry of the NCIB at the close of business on December 14, 2017, and, subject to pre-determined pricing and volume restrictions imposed by the Company, to the rules and policies of the TSX and to the specific terms of the NCIB, all trades under the Plan are entirely at the broker’s discretion.

About Difference Capital Financial Inc.

Difference Capital Financial Inc. invests in and advises growth companies. We leverage our capital market expertise to help unlock the value in technology, media and healthcare companies as they approach important milestones in their business lifecycle.

Cautionary Notes

References herein to ‘normal course issuer bid’ or ‘NCIB’ may refer to such program in respect of the Company’s common shares, convertible debentures, or both, as the case may be or the context may require. This release includes forward-looking statements regarding DCF and its business. Such statements are based on the current expectations and views of future events of DCF’s management. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release and the anticipated growth of the DCF business may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding achieving investment objectives, economic factors and the equity markets generally and many other factors beyond the control of DCF. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and DCF undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Contact Information:

Difference Capital Financial Inc.
Henry Kneis
Chief Executive Officer
(416) 649-5085

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