Difference Capital Completes $45,000,000 Public Offering of Common Shares

July 26, 2013

Difference Capital Financial Inc. (“DCF”) has completed its public offering of 12,000,000 common shares (the “Common Shares”) at a price of $3.75 per Common Share for aggregate gross proceeds of $45,000,000 (the “Common Share Offering”). The Common Share Offering was completed pursuant to an agency agreement with a syndicate of investment dealers led by National Bank Financial Inc. and including Canaccord Genuity Corp., TD Securities Inc., Dundee Securities Ltd., GMP Securities L.P., Byron Capital Markets Ltd. and Global Securities Corporation.

The Common Share Offering was completed following the closing on July 4, 2013 of the previously announced offering of convertible unsecured subordinated debentures together with the closing of the over-allotment option on July 19, 2013, for aggregate gross proceeds of $56,079,000. Together, the offerings amounted to approximately $101 million in gross proceeds.

Wildeboer Dellelce LLP acted for DCF in connection with the Common Share Offering with a team that included Perry Dellelce, Charlie Malone, Peter Simeon, Jeff Hergott, Ellen Phan, Michael Rennie and Jessica Allan (corporate/securities) and Kevin Fritz (tax).