Difference Capital Announces Special Meeting Results

TORONTO, ON--(Marketwired - November 30, 2016) - Difference Capital Financial Inc. ("DCF" or the "Company") (TSX: DCF) (TSX: DCF.DB) announces that at a special meeting of shareholders of the Company (the "Shareholder Meeting") held today, shareholders approved a special resolution to amend the Company's articles to provide for the consolidation of its common shares (the "Common Shares") on the basis of one (1) post-consolidation common share for every five (5) pre-consolidation common shares outstanding (the "Consolidation"). Upon completion of the Consolidation, DCF will have approximately 5,866,496 Common Shares outstanding.

The Consolidation has been conditionally approved by the Toronto Stock Exchange, subject to the delivery of certain documents.

No fractional Common Shares will be issued in connection with the Consolidation. Any fractional interest in Common Shares that would otherwise result from the Consolidation will be rounded up to the next whole Common Share, if the fractional interest is equal to or greater than one-half of a share, and rounded down to the next whole share if the fractional interest is less than one-half of a Common Share.

The Company's outstanding incentive stock options and convertible debentures will be adjusted on the same basis (5:1) to reflect the Consolidation in accordance with their respective terms, with proportionate adjustments being made to exercise prices.

Registered shareholders have received a letter of transmittal from the Company's transfer agent, Computershare Investor Services Inc., providing instructions on how to exchange their share certificates representing pre-Consolidation common shares for new share certificates or Direct Registration Advice (DRS) representing post-Consolidation common shares to which they are entitled as a result of the Consolidation. No action is required by non-registered shareholders (shareholders who hold their Common Shares through an intermediary) to effect the Consolidation.

Details of the Shareholder Meeting are contained in the management information circular that was mailed to shareholders on November 3, 2016 and which was also made available on DCF's profile at www.sedar.com.

Caution Regarding Forward-Looking Statements

Included in this press release are matters that constitute "forward-looking" information. Forward-looking statements may be identified by words such as "plans", "proposes", "anticipates", "estimates", "intends", "expects", "believes", "may", "will", "potential", "eventual", "explore", "could", "should", "seek", "take advantage", "appears", "when", "within" or words of a similar nature. Forward looking statements in this press release include statements relating to future financial results of the Company. Factors that could cause actual results to differ materially include among others, equity market regulatory risks, risk inherent in foreign operations, competition, and macro-economic risk. These factors are largely outside the control of the Company. All subsequent forward-looking statements attributable to the Company or its agents are expressly qualified in their entirety by these cautionary comments. The Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

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.