Difference Capital Announces Substantial Issuer Bid for Up to $12 Million of Its Outstanding Convertible Debentures

TORONTO, ONTARIO--(Marketwired - Aug. 19, 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 holders (the "Debentureholders") of the outstanding 8.0% convertible unsecured subordinated debentures of the Company due July 31, 2018 (the "Debentures") up to $12,000,000 aggregate principal amount of the issued and outstanding Debentures at a purchase price of $850 per $1,000 principal amount of Debentures (the "Purchase Price"). On August 18, 2015, the closing price of the Debentures on the TSX was $800 per $1,000 principal amount of Debentures. DCF currently has $47,598,000 aggregate principal amount of Debentures issued and outstanding.

In addition to the Purchase Price, Debentureholders who tender their Debentures to the Offer will receive a payment in respect of all accrued and unpaid interest outstanding on such Debentures up to and excluding the date they are taken up by the Company pursuant to the Offer.

Evans & Evans, Inc. ("Evans") was engaged by DCF as the independent valuator to prepare a formal valuation of the Debentures 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 July 31, 2015, the fair market value of the Debentures falls within the range of $768 to $800 per $1,000 principal amount of Debenture.

Effective today, in accordance with applicable Canadian securities laws, DCF will suspend purchases of the Debentures pursuant to its normal course issuer bid announced on December 8, 2014 until 20 business days after the Expiration Date (as defined below) or date of termination of the Offer. As of the date hereof, DCF has purchased $8,481,000 aggregate principal amount of the original outstanding principal amount of Debentures through its normal course issuer bids.

The Offer is not conditional upon any minimum number of Debentures 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 Debentures will be mailed to Debentureholders on August 25, 2015 and will be filed with the applicable securities regulators and available on SEDAR at www.sedar.com. The Offer will expire at 4:00 p.m. (Toronto Time) on September 29, 2015 unless the Offer is extended, varied or withdrawn by DCF (the "Expiration Date").

Debentureholders may contact the Company at (416) 649-5085 or info@differencecapital.com with any questions regarding the Offer.

Neither DCF nor its board of directors makes any recommendation to any Debentureholder as to whether to deposit or refrain from depositing Debentures under the Offer. Debentureholders must make their own decisions as to whether to deposit Debentures under the Offer. Debentureholders should consult with their own advisors, including tax advisors and carefully consider the income tax consequences of depositing Debentures 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. Such forward-looking include statements regarding future financial results of the Company, potential liquidity events of portfolio investment assets and the ability to recover on secured debt positions. 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.