Press Release

Difference Capital Files Final Prospectus for Equity Offering and Closes Over-Allotment Option on Convertible Debentures

Written on July 19th, 2013

TORONTO, ONTARIO–(July 19, 2013) – Difference Capital Financial Inc. (“DCF”) (TSX VENTURE:DCF) announced today that it has filed a final short form prospectus (the “Prospectus”) with the security regulatory authorities in each of the provinces of Canada, other than Quebec, in connection with a previously announced offering of up to 13,334,000 common shares (the “Common Shares”) at a price of $3.75 per Common Share for gross proceeds of up to $50,002,500 (the “Equity Offering”). A copy of the Prospectus is available on SEDAR ( In connection with the Equity Offering, DCF has entered into an agency agreement with a syndicate of agents led by National Bank Financial Inc. and including Canaccord Genuity Corp., TD Securities Inc., Dundee Securities Ltd., GMP Securities L.P., Byron Capital Markets Ltd. and Global Securities Corporation (collectively, the “Agents”), pursuant to which the Agents will market the Equity Offering on a commercially reasonable best efforts basis. The closing of the Equity Offering is expected to occur on or about July 26, 2013.

In addition, DCF announced that it has completed the sale of an additional 6,079 Convertible Unsecured Subordinated Debentures due July 31, 2018 (the “Debentures”) (TSX VENTURE:DCF.DB) at a price of $1,000 per Debenture for additional gross proceeds of $6,079,000, pursuant to the partial exercise of the over-allotment option granted in connection with its underwritten offering of Debentures which closed on July 4, 2013 (the “Debenture Offering”). The exercise of the over-allotment option brings the total gross proceeds of Debentures sold by DCF pursuant to the Offering to $56,079,000.

The Common Shares and the Debentures have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to applicable exemptions from the registration requirements.

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.

Caution Concerning Forward-Looking Statements

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 Equity Offering. 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 DCF 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.

Contact Information

Difference Capital Financial Inc.
Neil Johnson
Chief Executive Officer
416 649 5088

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