Press Release

Difference Capital Obtains Receipt for Prospectus Qualifying Distribution of Units Underlying Previously Issued Special Warrants

Written on March 12th, 2013

TORONTO, ONTARIO–(Marketwire – March 12, 2013) – Difference Capital Funding Inc. (“DCF”) (TSX VENTURE:DCF) today announced that it has obtained a receipt (“Receipt”) from the Ontario Securities Commission for its final short form prospectus (the “Prospectus”) filed in each of the Provinces of Canada, other than Québec. The Prospectus qualifies the distribution of 39,810,696 units of DCF (“Units”) issuable upon the exercise of 39,810,696 special warrants (“Special Warrants”) previously issued by DCF. Upon exercise, each Special Warrant entitles the holder thereof to receive, for no additional consideration, one Unit. Each Unit is comprised of one common share of DCF (“Common Share”) and one-half of one Common Share purchase warrant. Each whole warrant (“Warrant”) entitles the holder to purchase one common share of DCF at an exercise price of $0.60 until October 3, 2014.

DCF is in the process of issuing the underlying Units to the holders of Special Warrants. Following the exercise of the Special Warrants, DCF will have 273,177,138 Common Shares issued and outstanding and 77,174,864 Warrants.

A copy of the Prospectus and Receipt are available on SEDAR under DCF’s profile at http://www.sedar.com

About Difference Capital

Difference Capital Funding Inc. is a publicly listed merchant bank focused on creating shareholder value through strategic investments in, and advisory services for, growth companies, particularly in the technology and media sectors, as well as opportunistic investments in undervalued financial assets and real property.

For further information on DCF, its management, board and portfolio of investee companies, please visit http://www.differencecapital.com.

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 Funding Inc.
Neil Johnson
Chief Executive Officer
416 649 5088
http://www.differencecapital.com


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