Date Closed

July 26, 2013

Lead Office

Toronto

Value

101.00 Million CAD

On July 26, 2013, Difference Capital Financial Inc. (DCF) announced that it had closed its previously announced public offering of common shares of the Company (the Common Shares), pursuant to which the Company sold 12 million Common Shares for aggregate gross proceeds of C$45 million (the Common Share Offering). The Common Share Offering was completed following the closing on July 4, 2013 of the previously announced offering of convertible unsecured subordinated debentures (the Debentures) together with the closing of the over-allotment option on July 19, 2013, for aggregate gross proceeds of approximately C$56 million (the Debenture Offering and, together with the Common Share Offering, the Offerings). Together, the Offerings amounted to approximately C$101 million in gross proceeds.

The Common Share Offering and the Debenture Offering were completed pursuant to an agency agreement and underwriting agreement, respectively, by 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.

Difference Capital Financial, headquartered in Toronto, is  a specialty finance company focused on investments in particularly the technology, media and healthcare sectors.

McCarthy Tétrault LLP represented National Bank Financial, the underwriter, with a team led by Andrew Parker and including Ryan Hornby .