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Published on 10/9/2012 in the Prospect News PIPE Daily.

Difference wraps C$40.14 million of C$50 million special warrants sale

Company is raising funds in order to diversify its investment strategy

By Devika Patel

Knoxville, Tenn., Oct. 9 - Difference Capital Funding Inc. said it raised C$40.14 million in the first tranche of a non-brokered private placement of special warrants. The deal, which priced Oct. 1, is slated to raise at least C$50 million.

The company is selling special warrants at C$0.35 each. The per-warrant price is identical to the Sept. 28 closing share price. Difference sold 114,682,084 warrants in the first tranche.

The special warrants are convertible into units of one common share and one half-share warrant, with each whole warrant exercisable at C$0.60 for two years. The strike price is a 71.43% premium to the Sept. 28 closing share price.

Settlement of the second tranche is expected Oct. 23.

Proceeds will be used for general expenses and to diversify the company's investment strategy to include mid-market non-resource growth opportunities.

Difference is a Toronto-based merchant bank.

Issuer:Difference Capital Funding Inc.
Issue:Special warrants convertible into units of one common share and one half-share warrant
Amount:C$50 million (minimum)
Price:C$0.35
Warrants:One half-share warrant per unit upon conversion
Warrant expiration:Two years
Warrant strike price:C$0.60
Agent:Non-brokered
Pricing date:Oct. 1
Settlement dates:Oct. 9 (for C$40,138,729), Oct. 23
Stock symbol:TSX Venture: DCF
Stock price:C$0.35 at close Sept. 28
Market capitalization:C$32.49 million

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