Difference Capital Funding Inc.
TSX VENTURE : DCF

Difference Capital Funding Inc.

May 21, 2013 16:05 ET

Difference Capital Announces Mailing of Information Circular and Proposed Consolidation and Name Change

TORONTO, ONTARIO--(Marketwired - May 21, 2013) -

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

Difference Capital Funding Inc. ("DCF") (TSX VENTURE:DCF) today announced that it has mailed the notice of meeting and management information circular (collectively, the "Circular") for its annual and special meeting of shareholders to be held on June 13, 2013 (the "Meeting").

Subject to applicable shareholder and regulatory approval, DCF intends to consolidate its outstanding common shares (the "Common Shares") on the basis of ten (old) for one (new) shares, or such other ratio as may be determined by the board of directors of DCF (the "Consolidation"). As at the date hereof, 273,177,138 Common Shares of DCF are issued and outstanding. After giving effect to the Consolidation, DCF will have approximately 27,317,713 Common Shares issued and outstanding.

The board of directors of DCF believes that it is in the best interests of DCF to reduce the number of outstanding Common Shares by way of the Consolidation. A higher post-Consolidation Common Share price could help generate interest in DCF among investors, as a higher anticipated Common Share price may: (i) meet investing guidelines for certain institutional investors and investment funds that may be prevented under their investing guidelines from investing in the Common Shares at current price levels; and (ii) result in changes in the price levels of the Common Shares being less volatile on a percentage basis.

Further, investors may benefit from relatively lower trading costs associated with a higher Common Share price. It is likely that many investors pay commissions based on the number of Common Shares traded when they buy or sell Common Shares. If the Common Share price was higher, investors may pay lower commissions to trade a fixed dollar amount that they would have paid if the Common Share price was lower. As a result, the combination of potentially lower transaction costs and increased interest from investors may ultimately improve the trading liquidity of the Common Shares.

In addition, subject to applicable shareholder and regulatory approval, DCF intends to change its name to "Difference Capital Financial Inc." (the "Name Change"), or such other name as may be determined by the board of directors of DCF.

Subject to applicable shareholder and regulatory approval, DCF also intends to effect a reorganization (the "Reorganization") whereby DCF's investment activities will be carried out through a newly-formed partnership with a view to reorganize its investing activities to be more cost efficient.

DCF will seek shareholder approval of the Consolidation, the Name Change and the Reorganization at the Meeting, or any adjournment thereof. The Circular, which provides further details of the matters referred to herein, has been mailed to shareholders of DCF in accordance with applicable securities laws.

A copy of the Circular is available on SEDAR under DCF's profile at www.sedar.com.

About Difference Capital

Difference Capital Funding Inc. is a publicly listed merchant bank focused on creating shareholder value through strategic investments in, and advisory services for, growth companies and opportunistic investments in undervalued financial assets and real property.

For further information on DCF, its management, board and portfolio of investee companies, please visit www.differencecapital.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the proposed transactions and neither of the foregoing entities has approved or disapproved of the contents of this press release.

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