Difference Capital Funding Inc. completes second tranche of financing, bringing total to $30.2 million

TORONTO, June 11, 2012 /CNW/ - Difference Capital Funding Inc ("Difference Capital") (TSXV: DCF) is pleased to announce that it closed the second tranche of its previously announced non-brokered private placement on June 8, 2012.

Under this tranche, Difference Capital issued a total of 29.1 million shares for gross proceeds of $8.7 million, which together with the first tranche brings the total gross proceeds of the financing to approximately $30.2 million through the issuance of approximately 100.9 million shares.

The securities issued under the first tranche are subject to a hold period expiring on September 30, 2012, and the securities issued under the second tranche are subject to a hold period expiring on October 9, 2012.

Michael Wekerle subscribed for a total 4,250,000 common shares under this tranche, bringing his total holdings now, directly and through entities controlled by him, to 14,116,668 common shares, representing approximately 12% of the total outstanding shares of Difference Capital.

Mr. Wekerle acquired the shares for investment purposes.  Mr. Wekerle may in the future take such actions in respect of his holdings as deemed appropriate in light of the circumstances then existing, including the purchase of additional shares or other securities of Difference Capital through open market purchases or privately negotiated transactions, or the sale of all or a portion of his holdings in the open market or in privately negotiated transactions to one or more purchasers.

The parties relied on the accredited investor exemption available under section 2.3 of National Instrument 45-106 - Prospectus Exempt Distributions.

Mr. Wekerle's office is located at 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario  M5X 1E2.

Cautionary Notes

This press release contains forward-looking statements regarding future growth, results of operations, performance, business prospects and opportunities involving the Company.  Words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions, are forward-looking statements within the meaning of securities laws. Forward-looking statements include, without limitation, the information concerning possible or assumed future results of operations of the Company. These statements are not historical facts but instead represent only management's and the board's expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve known and unknown risks, assumptions, uncertainties, and other factors that may cause actual results or events to differ materially from what is expressed, implied or forecasted in such forward-looking statements. In addition to the factors the Company currently believes to be material such as, but not limited to, the ability of the Company to achieve the objectives contemplated thereby, its dependence on the efforts of management, risks associated with fluctuations in net asset value and valuation of the Company's portfolio, its ability to operate on a profitable basis, changes in interest rates, evaluation of its provision for income and related taxes, and other factors, such as general, economic and business conditions and opportunities available to or pursued by the Company, not currently viewed as material could cause actual results to differ materially from those described in the forward-looking statements. Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended. Accordingly, shareholders should not place any undue reliance on forward-looking statements as such information may not be appropriate for other purposes. The Company does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release except as required by applicable law.

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.