Difference Capital Funding Inc. Completes New Financing, Consolidation and Name Change

TORONTO, May 31, 2012 /CNW/ - Difference Capital Funding Inc. (formerly TriNorth Capital Inc.) ("Difference Capital") (TSXV: TRT) yesterday completed the initial tranche of a non-brokered private placement, marking another key milestone in Difference Capital's emergence as a technology-oriented merchant bank.

The funding, totalling $21.5 million, was concluded through the issuance of 71.8 million common shares (taking account of the one-for-10 consolidation described below). The statutory hold periods for the common shares issued under the financing will expire on September 30, 2012.

As approved by shareholders, Difference Capital expects to close a secondary financing at an issuance price of $0.30 per share on or about June 7, 2012.

Wes Hall, Difference Capital's chairman, said: "The funding is a crucial element in our progress towards establishing an innovative merchant bank specializing in investments in the technology sector. We look forward to closing on a second tranche of funding and making further announcements as we move forward in the coming weeks."

Separately, Difference Capital has completed a number of initiatives approved by shareholders at its annual and special meeting on May 24, 2012:

• Difference Capital's existing common shares have been consolidated on the basis of one post-consolidation share for every ten existing shares.  Prior to the financing described above, the number of post-consolidation common shares issued and outstanding was 15,096,353.
  
  
• The company has changed its name to Difference Capital Funding Inc. As a result, the ticker symbol will change to DCF, effective Friday, June 1, 2012.
  
  
• Difference Capital has transferred 14.9 million shares of Feronia Inc. (TSXV: FRN) to a trust created for the benefit of eligible shareholders. The company expects, by July 15, 2012, to distribute these shares to Difference Capital shareholders of record on May 11, 2012.  For more details on the distribution please refer to Difference Capital's news release dated May 28, 2012 available on the company's profile at www.sedar.com.

With the completion of the private placement, Paul Sparkes and Henry Kneis have been appointed to Difference Capital's board of directors. Amar Bhalla and John Pennal have stepped down as directors.  Separately, Mr. Ravi Sood has also resigned from the board.  The company thanks messrs. Bhalla, Pennal and Sood for their past service.

About Difference Capital Funding Inc. 

Difference Capital Funding Inc. is an emerging Toronto-based merchant bank focused on technology-oriented investments.

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.

Bernard Simon
Kingsdale Communications Inc.
416.867.2304