Difference Capital Announces a Price Increase and Extension to Its Substantial Issuer Bid for Up to $12 Million of Its Outstanding Convertible Debentures, and Enters Into a Lock-Up Agreement

TORONTO, ONTARIO--(Marketwired - Sept. 28, 2015) - Difference Capital Financial Inc. ("DCF" or the "Company") (TSX:DCF)(TSX:DCF.DB) announces today that in relation to its substantial issuer bid (the "Offer"), the Company has amended the purchase price of the Offer as described in Section 1 of the offer to purchase.

As previously announced on August 19, 2015, the Company has offered 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.

DCF has increased the purchase price of the Debentures from $850 per $1,000 principal amount, to $880 per $1,000 principal amount of Debentures.

The Offer will now expire at 4:00pm (Toronto time) on October 15, 2015, unless the Offer is extended further (the "Expiry Time"). The Offer remains otherwise subject to the terms and conditions set forth in the offer to purchase and issuer bid circular dated August 25, 2015, as amended by a notice of variation and extension dated as of the date hereof (the "Notice of Variation and Extension").

Further, DCF announces today that it has entered into a lock-up agreement with Michael Wekerle, Chairman of the Company, who beneficially owns Debentures through Wek Corp., whereby Wek Corp. has agreed to tender an aggregate of $5,000,000 principal amount of Debentures to the Offer (the "Lock-up Agreement"). Details of the Lock-up Agreement are summarized in the Notice of Variation and Extension.

All other conditions to the Offer remain unchanged.

The Company will be mailing the Notice of Variation and Extension to all holders of the Debentures in connection with its announcement as soon as practicable. Full details of the Offer are described in the offer to purchase and issuer bid circular dated August 25, 2015, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which are available under the Company's SEDAR profile at www.sedar.com and were filed with SEDAR on August 25, 2015.

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.