Press Release

Difference Capital Financial Inc. Announces Closing of $50 Million Offering of Convertible Debentures

Written on July 4th, 2013

TORONTO, ONTARIO (July 4, 2013) – Difference Capital Financial Inc. (“DCF”) (TSX VENTURE:DCF) announced today that it has closed its previously announced offering of 8.00% Convertible Unsecured Subordinated Debentures due July 31, 2018 (the “Debentures) at a price of $1,000 per Debenture for aggregate gross proceeds of $50,000,000 (the “Offering”). The syndicate of underwriters was led by National Bank Financial Inc. and included Canaccord Genuity Corp., TD Securities Inc., Dundee Securities Ltd., GMP Securities L.P., Byron Capital Markets Ltd. and Global Securities Corporation (collectively, the “Underwriters”).

The Underwriters have been granted an over-allotment option, exercisable in whole or in part at any time for a period of 30 days following the closing of the Offering, to purchase, in aggregate, up to an additional $7,500,000 principal amount of convertible debentures (the “Debentures”). If the over-allotment option is fully exercised by the Underwriters, aggregate gross proceeds from the Offering will be approximately $57,500,000.

DCF intends to use the net proceeds from the Offering 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, healthcare and media companies.

DCF’s common shares are traded on the TSX Venture Exchange under the symbol “DCF”. The Debentures will commence trading on the TSX Venture Exchange on July 5, 2013 under the symbol “DCF.DB”.

Certain directors and officers of DCF have directly and/or indirectly participated in the Offering, acquiring an aggregate of $14,100,000 Debentures representing 28% of the Offering. The participation by these insiders is considered a “related party transaction” under Multilateral Instrument 61-101 (“MI 61-101″). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Debentures issued to these insiders, and the fair market value of the consideration being paid by them for the Debentures, is less than 25% of DCF’s market capitalization. DCF did not file a material change report more than 21 days before the closing of the Offering as the details of the participation by the insiders in the Offering were settled only recently.

The Debentures and the underlying common shares 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. 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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