Difference Capital Announces Normal Course Issuer Bid for Common Shares and Convertible Debentures

TORONTO, ONTARIO--(Marketwired - Dec. 3, 2013) - Difference Capital Financial Inc. ("DCF") (TSX:DCF)(TSX:DCF.DB), a leading Canadian specialty financial services company, 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 1,000,000 of its common shares by way of a normal course issuer bid through the facilities of the TSX or other Canadian marketplaces. The 1,000,000 common shares represent 2.5% of the Company's issued and outstanding common shares. Pursuant to the policies of the TSX, daily purchases made by DCF will not exceed 17,049 common shares other than block purchase exceptions. As of November 29, 2013, there were 39,317,634 issued and outstanding common shares of DCF.

The Company also intends to purchase for cancellation up to $2,000,000 principal amount of its convertible debentures by way of a normal course issuer bid through the facilities of the TSX or other Canadian marketplaces. The $2,000,000 principal amount of convertible debentures represent 3.5% of the Company's issued and outstanding convertible debentures. Pursuant to the policies of the TSX, daily purchases made by DCF will not exceed $31,625 principal amount of convertible debentures other than block purchase exceptions. As of November 29, 2013, there was $56,079,000 principal amount of issued and outstanding convertible debentures of DCF.

Although DCF intends to purchase common shares and convertible debentures for cancellation under its normal course issuer bid, there can be no assurances that any such purchases will be completed. Such purchases, if any, may commence on December 5, 2013 and will terminate on December 4, 2014, 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 other Canadian marketplaces.

DCF believes that the market price of its common shares and convertible debentures, 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 or convertible debentures of DCF intends at present to sell common shares or convertible debentures 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 and convertible debentures are purchased would be the same as the benefits available to all other holders whose common shares and convertible debentures are purchased.

The Company would also like to announce the approval from the TSX for an Automatic Share Purchase Plan ("Plan") commencing on December 5, 2013, which will enable the Company to continue purchasing either security under this normal course issuer bid during Company-imposed blackout periods.

The Plan will co-terminate with the expiry of the NCIB at the close of business on December 4, 2014, 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. is a publicly-listed, Toronto-based specialty finance company focused on creating shareholder value through strategic investments in, and advisory services for, growth companies, particularly in the technology, media and healthcare sectors, as well as through opportunistic investments in undervalued financial assets and real property.

Cautionary Notes

References herein to 'normal course issuer bid' or 'NCIB' may refer to such program in respect of the Company's common shares, convertible debentures, or both, as the case may be or the context may require. 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.