Difference Capital Announces Investment in Mogo

TORONTO, ON--(Marketwired - June 08, 2017) - Difference Capital Financial Inc. ("DCF" or the "Company") (TSX: DCF) (TSX: DCF.DB), announces that, in connection with a financing announced by Mogo Finance Technology Inc. ("Mogo") on June 6, 2017, it has acquired ownership and control over a senior secured convertible debenture in a principal aggregate amount of $4,000,000 (the "Debenture") issued by Mogo. The Debenture matures on May 31, 2020 (the "Maturity Date") and bears interest at a rate of 10% per annum, payable semi-annually on May 31^st and November 30^th of each year. The Debentures are conditionally listed for trading on the Toronto Stock Exchange (the "TSX") under the symbol "MOGO.DB", subject to Mogo fulfilling all of the listing requirements of the TSX on or before August 4, 2017.

Each Debenture will be convertible into common shares in the capital of Mogo ("Mogo Shares"), at the option of the holder, at any time prior to the earlier of the close of business on the business day immediately preceding: (i) the Maturity Date; or (ii) if such Debenture has been called for prepayment or early conversion or is subject to repurchase pursuant to a change of control, the date specified for prepayment, early conversion or repurchase, as applicable, of the Debentures, at a price per Mogo Share equal to $5.00 (the "Conversion Price"), being a conversion rate of 200 Mogo Shares per $1,000 principal amount of Debentures.

Assuming the conversion in full of the principal amount of the Debenture at the Conversion Price, DCF would acquire ownership and control over a maximum of 800,000 Mogo Shares, representing approximately 4.2% of the outstanding Mogo Shares, calculated on a partially diluted basis assuming the full conversion of the principal amount of the Debenture only.

DCF currently has ownership or control over 921,443 Mogo Shares. Assuming the conversion in full of the principal amount of the Debenture at the Conversion Price, DCF would acquire ownership and control over a maximum of 1,721,443 Mogo Shares. These combined holdings would represent approximately 9.0% of the outstanding Mogo Shares, calculated on a partially diluted basis assuming the full conversion of the principal amount of the Debenture only.

DCF is an affiliate of Mr. Michael Wekerle, Chairman of DCF, who holds a significant stake in Mogo personally. Mr. Wekerle has reported his total beneficial ownership and control or direction over securities of Mogo including securities held by the Company as joint actor pursuant to an "early warning" press release dated June 8, 2017 of 25.0% assuming the full conversion of the principal amount of the Debentures. Because of his current significant shareholdings in Mogo, Mr. Wekerle is restricted from converting any Debentures he and his associates and affiliates, including DCF, hold until Mogo obtains disinterested shareholder approval in respect thereof. Mogo has announced that it plans to seek such shareholder approval at a special meeting of shareholders to be held in the third quarter of this year. Tom Liston, Managing Partner of DCF, currently sits on the board of directors of Mogo.

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.

Forward-looking statements

Certain statements contained in this press release may be deemed "forward-looking statements". All statements in this release, other than statements of historical fact, that address events or developments that DCF expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "scheduled" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur including, without limitation, the purposes for which DCF and any joint actors may continue to hold securities of Mogo, the intention of DCF and any joint actors to increase or decrease their beneficial ownership of, or control or direction over, additional securities of Mogo, whether persons or companies are, or will continue to be, joint actors of DCF. Although DCF believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, market conditions and other factors relevant to the strategic decisions of DCF and any joint actors, changes in the intentions of DCF and any joint actors regarding their ownership of securities of Mogo, corporate policy of Mogo, continued availability of capital and financing, and general economic, market or business conditions. DCF cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the forward-looking statements contained herein should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. DCF believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. DCF undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.