News Column

Difference Capital Amends Normal Course Issuer Bid to Increase Purchase Limit

August 18, 2014



TORONTO, ONTARIO--(Marketwired - Aug. 18, 2014) - Difference Capital Financial Inc. ("DCF" or the "Company") (TSX:DCF)(TSX:DCF.DB) announced today that it has received approval from the Toronto Stock Exchange ("TSX") to amend its normal course issuer bid (the "NCIB") in order to increase the maximum principal amount of convertible debentures that may be purchased under the NCIB from $2,000,000 to $4,370,400, representing 10.0% of $43,704,000, being the Company's public float as of November 29, 2013. The increased purchase limit under the NCIB will be effective August 20, 2014. No other terms of the NCIB have been amended.

The NCIB commenced on December 5, 2013 and will terminate on December 4, 2014, or on such earlier date as DCF may complete its purchases under the NCIB 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.

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. All purchases will be subject to the Company's normal trading blackouts. The Company's automatic share purchase plan (the "Plan"), which commenced on December 5, 2013, remains unchanged. As of July 31, 2014, the Company has repurchased and cancelled 461,400 common shares at a weighted average price of $2.16 per common share and $242,000 principal amount of convertible debentures at a weighted average price of $90.76 per convertible debenture under the NCIB. Subject to regulatory requirements, the actual number of common shares and convertible debentures purchased, and the timing of such purchases, if any, will be determined by DCF having regard to future price movements and other factors. All common shares and convertible debentures purchased pursuant to the NCIB will be cancelled.

DCF believes that the convertible debentures may from time to time trade in a price range that does not adequately reflect the value of the convertible debentures in relation to its activities and future prospects. As a result, DCF believes that the purchase of convertible debentures, from time to time, would be an appropriate use of corporate funds in light of potential benefits to remaining shareholders.

About Difference Capital Financial Inc.

Difference Capital Financial Inc. invests in and advises growth companies. We leverage our capital markets 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. is traded under the Toronto Stock Exchange under the symbol "DCF".

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.

FOR FURTHER INFORMATION PLEASE CONTACT: Difference Capital Financial Inc.Michael Wekerle Chief Executive Officer (416) 649-5088 www.differencecapital.com Source: Difference Capital Financial Inc.


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