Difference Capital Financial Inc.
TSX : DCF
TSX : DCF.DB

Difference Capital Financial Inc.

February 18, 2015 18:06 ET

Difference Capital Announces Investment in Bluedrop

TORONTO, ONTARIO--(Marketwired - Feb. 18, 2015) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES

Difference Capital Financial Inc. ("DCF") (TSX:DCF)(TSX:DCF.DB) announces that, in connection with a financing announced by Bluedrop Performance Learning Inc. ("Bluedrop") on February 13, 2015, it has acquired ownership and control over an unsecured convertible debenture in a principal aggregate amount of $625,000 (the "Debenture") issued by Bluedrop, on February 13, 2015. The Debenture matures on December 31, 2016 and bears interest at a rate of 14% per annum.

The principal amount of the Debenture is convertible into fully paid and non-assessable common shares in the capital of Bluedrop ("Bluedrop Shares") at a conversion price of $0.15 per share.

Assuming the conversion in full of the principal amount of the Debenture, DCF would acquire ownership and control over a maximum of 4,166,667 Bluedrop Shares, representing approximately 4.04% of the outstanding Bluedrop Shares, calculated on a partially diluted basis assuming the full conversion of the principal amount of the Debenture only.

DCF currently owns an unsecured convertible debenture in a principal aggregate amount of $3,000,000 (the "2013 Debenture"). The 2013 Debenture is convertible at a conversion rate of $0.15 per share. Assuming the conversion in full of the principal amount of the 2013 Debenture, DCF would acquire ownership and control over a maximum of 20,000,000 Bluedrop Shares, representing approximately 16.81% of the outstanding Bluedrop Shares, calculated on a partially diluted basis assuming the full conversion of the principal amount of the 2013 Debenture only.

DCF currently does not have ownership or control over any Bluedrop Shares. Assuming the conversion in full of the principal amount of the Debenture and the 2013 Debenture, DCF would acquire ownership and control over a maximum of 24,166,667 Bluedrop Shares. These combined holdings would represent approximately 19.62% of the outstanding Bluedrop Shares, calculated on a partially diluted basis assuming the full conversion of the principal amount of the Debenture and the 2013 Debenture only.

DCF acquired the Debenture for investment purposes only and not with a view to materially affecting control of Bluedrop.

DCF relied on section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions for the purchase of the Debenture as DCF is an "accredited investor" as defined in NI 45-106.

In connection with this news release, the Early Warning Report has been filed in accordance with applicable securities laws. A copy of the Early Warning Report will be available for review under Bluedrop's profile on SEDAR at www.sedar.com.

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. Difference Capital Financial Inc. is traded under the Toronto Stock Exchange under the symbol "DCF".

Forward-looking statements

Certain statements contained in this press release may be deemed "forward-looking statements". All statements in this release, other than statements of historical fact, that address events or developments that DCF expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "scheduled" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur including, without limitation, the purposes for which DCF and any joint actors may continue to hold securities of Bluedrop, the intention of DCF and any joint actors to increase or decrease their beneficial ownership of, or control or direction over, additional securities of Bluedrop, whether persons or companies are, or will continue to be, joint actors of DCF. Although DCF believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, market conditions and other factors relevant to the strategic decisions of DCF and any joint actors, changes in the intentions of DCF and any joint actors regarding their ownership of securities of Bluedrop, corporate policy of Bluedrop, continued availability of capital and financing, and general economic, market or business conditions. DCF cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the forward-looking statements contained herein should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. DCF believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. DCF undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.

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