Difference Capital Announces Appointment and Election of New Directors, Formation of Advisory Board, and Annual General Meeting Results

TORONTO, ONTARIO--(Marketwired - June 17, 2013) - Difference Capital Financial Inc. ("DCF") (TSX VENTURE:DCF) is pleased to announce the election and appointment of Jim Shaw and Ivan Fecan to its board of directors, the formation of an advisory board, and the approval of all shareholder resolutions put forward at DCF's annual and special meeting of shareholders held on June 13, 2013.

• Jim Shaw, Vice Chairman of Shaw Communications Inc., to join board of directors.
• Ivan Fecan, former CEO and President of CTVglobemedia, to join board of directors.
• Hon. David Peterson, Jim Ryan, Hon. John Reynolds, Lorie Haber, and Mark Opzoomer to join newly formed advisory board.
• All agenda items passed at annual general meeting.

Election of Jim Shaw as New Director

Mr. Shaw has been an active participant within the North American cable television industry for over 30 years. He joined Shaw Communications Inc. in 1982, moving through a succession of leadership positions in the company, including Senior Vice President of Operations, Chief Operating Officer, President, and Chief Executive Officer. From 1998 to 2010, under his leadership as Chief Executive Officer, the share price of Shaw Communications Inc. increased 11% per year and Shaw Communications Inc. became a leader in the North American cable industry. Currently, he serves as a director of Shaw Communications Inc. and United Communities L.P.

Appointment of Ivan Fecan as New Director

Mr. Fecan is a Canadian media executive and philanthropist. Mr. Fecan was President and CEO of Baton Broadcasting and its successor CTVglobemedia from 1996 to 2011, and CEO of the CTV Television Network from 1998 to 2011. Before joining CTV, he served in a number of broadcast executive and programming roles in Canada and the United States. Currently, Mr. Fecan is Chairman and Consultant of Vancouver-based producer Thunderbird Films Inc.

"We are very fortunate to have Jim Shaw and Ivan Fecan join our board," said Michael Wekerle, Executive Chairman of DCF. "Jim and Ivan both have proven track records as entrepreneurs, deal makers, and business leaders, which will bring additional strength and public company experience to DCF's board."

"I am excited to join DCF's board of directors," said Jim Shaw. "I am impressed with the dynamic team at DCF, and believe they are focused on the right sector. I look forward to working with my fellow directors and the management of DCF."

"Michael Wekerle is renowned for being in the right space at the right time, and building great teams. He is doing it again. I look forward to working with the board and DCF's management as they continue to grow," said Ivan Fecan.

Formation of Advisory Board

On April 30th, the Advisors (as hereinafter defined), DCF and Difference Capital Management Inc. signed an Advisory Board Agreement (the "Agreement"). Under the Agreement, the Advisory Board will consult and advise DCF on matters relating to its ongoing business and with a view to the best interests of DCF. The Advisory Board operates in an advisory capacity, and is independent of the board of directors of DCF.

DCF's Advisory Board will be comprised of: Hon. David Peterson, former Premier of Ontario and Chairman of Cassels Brock & Blackwell LLP; Jim Ryan, former Co-Chief Executive Officer of bwin.party digital entertainment plc; Hon. John Reynolds, former Leader of the Opposition, Canadian Alliance; Lorie Haber, former DundeeWealth executive; and Mark Opzoomer, former Chief Executive Officer of Rambler Media (Russia) and Yahoo! Europe (each, an "Advisor" and, collectively, "the Advisory Board").

"We are very pleased to have been able to recruit individuals of this caliber to form our Advisory Board," said Mr. Wekerle. "The expertise, networks, and experience of the Advisory Board members will enhance DCF's ability to connect with key capital market participants. We anticipate that the Advisory Board will further enable us to create shareholder value through the identification of new investment opportunities for DCF."

DCF Annual and Special Shareholders' Meeting

On June 13, 2013, the shareholders of DCF approved the following resolutions:

• the re-appointment of Ernst & Young LLP as DCF's auditors;
• in addition to the election of Jim Shaw as a new director, the re-election of all incumbent directors;
• the continued use of DCF's stock option plan and the adoption of a new By-law;
• the consolidation of DCF's common shares on the basis of one post-consolidation common share for every ten pre-consolidation common shares;
• the change of DCF's name from "Difference Capital Funding Inc." to "Difference Capital Financial Inc.";
• the transfer of substantially all of the assets of DCF to Difference Capital Partners, a partnership formed under laws of Ontario; and
• authorizing the board of directors to increase the number of directors from time to time by up to one-third time the number of directors elected at the previous annual meeting of shareholders.

For further details on each of the above matters, please refer to the Management Information Circular dated May 9, 2013 filed on SEDAR at www.sedar.com.

Advisory Board

Hon. David Peterson

Mr. Peterson was elected as a Member of the Ontario Legislature in 1975, and became the leader of the Ontario Liberal party in 1982. He served as Premier of Ontario between 1985 and 1990, overseeing a very active period of reform and playing a major role in the country's constitutional discussions. Currently, Mr. Peterson is Chairman of Cassels Brock & Blackwell LLP where he practices corporate and commercial law.

Jim Ryan

Mr. Ryan is the former Co-Chief Executive Officer of bwin.party digital entertainment plc (2010-2013), the world's largest publicly-listed online gaming company with a current market capitalization of CDN $1.75 billion. He served as the Chief Executive Officer at Party Gaming PLC since 2008. He has also held executive positions with a number of online gaming companies which include: Chief Executive Officer of St. Minver Limited and Excapsa Software Limited and Chief Financial Officer of Cryptologic Software Limited.

Hon. John Reynolds

Mr. Reynolds was Member of Parliament from 1972-1977 and 1997-2006 (Conservative, Canadian Alliance, Reform and Progressive Conservative parties). From 1983-1991, he served as a member of the Legislative Assembly for British Columbia, as well as Minister of Environment in 1989. From 2001-2002, he was the Leader of the Opposition, Leader of the Canadian Alliance Party. Following his tenure as an elected official, he pursued work in the private sector and currently sits on the board of directors of several public companies.

Lorie Haber

Mr. Haber is a former financial industry executive (National Bank Financial and DundeeWealth) and former corporate and securities lawyer (Fogler, Rubinoff LLP). He has had a diverse career involving a wide variety of responsibilities in relation to the capital markets. Currently, he is the President, Chief Executive Officer and Chairman of the Board of BENEV Capital Inc. (a Toronto Stock Exchange listed environmental services company), where he is in the process of implementing a substantial reconfiguration of the company through one or more transformational transactions.

Mark Opzoomer

Mr. Opzoomer is the Co-Founder of Zattikka PLC, a global games and entertainment group. Mr. Opzoomer was previously Regional Vice President and Chief Executive Officer of Yahoo! Europe; Chief Executive Officer of Rambler Media Limited (Russia); Deputy Chief Executive Officer of Hodder Headline PLC; and Commercial Director of Sega Europe and Virgin Communications, including Virgin Games. He is currently a non-executive director of UK-listed Entertainment One Limited and blinx plc and was formerly a director of Autonomy Corp. PLC. Previous directorships include: Forward Internet Group, Web Reservations International and Newbay Software. In addition, he is a founding partner and member of the investment committee of Bond Capital Partners.

About Difference Capital Financial Inc.

Difference Capital Financial Inc. is a publicly-listed, Toronto-based merchant bank 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.