Difference Capital Announces Normal Course Issuer Bid for Common Shares

TORONTO, ON--(Marketwired - September 13, 2016) - Difference Capital Financial Inc. ("DCF") (TSX: DCF) (TSX: DCF.DB) today announced that the Toronto Stock Exchange ("TSX") has accepted DCF's notice of intention to proceed with a normal course issuer bid ("NCIB") through the facilities of the TSX.

DCF intends to purchase for cancellation up to 1,555,661 of its common shares by way of a normal course issuer bid through the facilities of the TSX or alternative Canadian trading systems. The 1,555,661 common shares represent 10% of the Company's public float as of September 1, 2016. Pursuant to the policies of the TSX, daily purchases made by DCF will not exceed 2,735 common shares other than block purchase exceptions. As of September 1, 2016, there were 29,361,984 issued and outstanding common shares of DCF. Based on the average daily trading volume of 10,942 common shares during the last six months, daily purchases will be limited to 2,735 common shares, other than block purchase exceptions.

Although DCF intends to purchase common shares for cancellation under its NCIB, there can be no assurances that any such purchases will be completed. Such purchases, if any, may commence on September 15, 2016 and will terminate on September 14, 2017, or on such earlier date as DCF may complete its purchases pursuant to the notice of intention filed today with the TSX or provide notice of termination. Any such purchases will be made by DCF at the prevailing market price at the time of acquisition and through the facilities of the Toronto Stock Exchange or alternative Canadian trading systems.

DCF believes that the market price of its common shares, at certain times throughout the duration of the normal course issuer bid, may not be reflective of their value, based solely on DCF's opinion.

To the best of the knowledge of the directors and senior officers of DCF, no director, senior officer, associate of a director or senior officer, or person holding 10% or more of the common shares of DCF intends at present to sell common shares during the course of this bid. However, sales by such persons through the facilities of the TSX or elsewhere may occur as the personal circumstances or decisions of any such person, unrelated to the bid, determine. The benefits to any such person whose common shares are purchased would be the same as the benefits available to all other holders whose common shares are purchased.

The Company would also like to announce the approval from the TSX for an Automatic Share Purchase Plan ("Plan") commencing on September 15, 2016, which will enable the Company to continue purchasing its common shares under this NCIB during Company-imposed blackout periods.

The Plan will co-terminate with the expiry of the NCIB at the close of business on September 14, 2017, and, subject to pre-determined pricing and volume restrictions imposed by the Company, to the rules and policies of the TSX and to the specific terms of the NCIB, all trades under the Plan are entirely at the broker's discretion.

About Difference Capital Financial Inc.

Difference Capital Financial Inc. invests in and advises growth companies. We leverage our capital market expertise to help unlock value in technology, media and healthcare companies as they approach important milestones in their business lifecycle.

Cautionary Notes

This release includes forward-looking statements regarding DCF and its business. Such statements are based on the current expectations and views of future events of DCF's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release and the anticipated growth of the DCF business, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding achieving investment objectives, economic factors and the equity markets generally and many other factors beyond the control of DCF. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and DCF undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.