Press Release

Difference Capital Announces Substantial Issuer Bid for up to $7 million of its Common Shares

Written on November 20th, 2015

TORONTO, CANADA – November 20, 2015 – Difference Capital Financial Inc. (“DCF” or the “Company”) (TSX:DCF)(TSX:DCF.DB) announces today that its board of directors has approved the commencement of a substantial issuer bid (the “Offer”) pursuant to which the Company will offer to purchase for cancellation from shareholders up to $7,000,000 of its outstanding common shares (the “Shares”).

Evans & Evans, Inc. (“Evans”) was engaged by DCF as the independent valuator to prepare a formal valuation of the Shares in accordance with applicable Canadian securities laws. The final valuation report contains Evans’ opinion that, based on the scope of its review and subject to the assumptions, restrictions and limitations provided therein, as of October 31, 2015, the fair market value of the Shares falls within the range of $0.99 to $1.05 per Share.

The Offer will be an all-cash offer made by way of a modified “Dutch Auction” and the range of Offer prices will be from $0.90 to $1.05 per Share. The maximum purchase price under the Bid represents a premium of approximately 50% over the daily volume weighted average trading price of the Company’s common shares on the TSX for the 30 trading days preceding the date of this announcement.

Effective today, in accordance with applicable Canadian securities laws, DCF will suspend purchases of the Shares pursuant to its normal course issuer bid announced on December 8, 2014 until 20 business days after the Expiration Date (as defined below) or the date of termination of the Offer. As of the date hereof, DCF has purchased 3,376,700 Shares through its normal course issuer bids.

The Offer is not conditional upon any minimum number of Shares being deposited, but it is subject to certain other conditions. The formal offer to purchase and issuer bid circular, together with the related letter of transmittal and notice of guaranteed delivery, containing the terms and conditions of the Offer and instructions for depositing Shares will be mailed to Shareholders on November 24, 2015 and will be filed with the applicable securities regulators and available on SEDAR at The Offer will expire at 4:00 p.m. (Toronto Time) on December 29, 2015 unless the Offer is extended, varied or withdrawn by DCF (the “Expiration Date”).

Shareholders with any questions regarding the Offer may contact the Company at (416) 649-5085 or; or, Computershare Investor Services Inc., the depositary for the Offer, at      1-800-564-6253 or

Neither DCF nor its board of directors makes any recommendation to any Shareholder as to whether to deposit or refrain from depositing Shares under the Offer. Shareholders must make their own decisions as to whether to deposit Shares under the Offer. Shareholders should consult with their own advisors, including tax advisors and carefully consider the income tax consequences of depositing Shares pursuant to the Offer.

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. Difference Capital Financial Inc.’s common shares and convertible debentures are traded on the Toronto Stock Exchange under the symbols “DCF” and “DCF.DB”, respectively.

Caution Regarding Forward-Looking Statements

Included in this press release are matters that constitute “forward-looking” information. Forward-looking statements may be identified by words such as “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may” or words of a similar nature. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include among others, equity market regulatory risks, risk inherent in foreign operations and competition. These factors are largely outside the control of the Company. All subsequent forward-looking statements attributable to the Company or its agents are expressly qualified in their entirety by these cautionary comments. The Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.


Contact Information

Henry Kneis
Chief Executive Officer
(416) 649-5085





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