TriNorth shareholders approve new financing, distribution of Feronia shares, consolidation and name change

TORONTO, May 28, 2012 /CNW/ - Shareholders of TriNorth Capital Inc. (TSXV:TRT) have approved a number of resolutions that pave the way for TriNorth's rebirth as Difference Capital Funding, a technology-oriented merchant bank.

The following initiatives were approved at TriNorth's annual and special meeting on May 24, 2012:

• Consolidation of TriNorth's existing common shares on the basis of one post-consolidation share for every ten existing shares.
• A private placement of post-consolidation common shares at an offering price of $0.30 per share for gross proceeds of up to $100 million.
• A change in TriNorth's name to Difference Capital Funding Inc.

Feronia Distribution

TriNorth currently holds 15,913,000 common shares of Feronia Inc. ("Feronia")(TSXV: FRN). Of those shares, TriNorth will distribute 14,913,000 shares to the TriNorth shareholders of record as of May 11, 2012 (the "Distribution Shares"). TriNorth will hold back 1 million Feronia shares to offset its liabilities. The distribution will result in each TriNorth shareholder of record receiving 0.0988 Feronia common shares for each common share of TriNorth held as at the record date. A shareholder's pro rata share of the distribution will be rounded down to the nearest whole share, with the fraction being retained by TriNorth.

As stated, the record date for the distribution was May 11, 2012, resulting in an ex-distribution date of May 9, 2012. The process for distribution will be as follows:

• TriNorth will create a trust for the benefit of eligibile shareholders (expected to be created during the week of May 28, 2012).
• The Distribution Shares will be transferred into this trust, which is to be created prior to the closing of the private placement and share consolidation, and in order to expedite such closing.
• TriNorth will then undertake certain steps with its transfer agent and the transfer agent of Feronia in order to re-register and transfer the Distribution Shares currently registered in the name of TriNorth, to the TriNorth shareholders of record.
• Once the company coordinates the mechanics of the re-registration of the Distribution Share certificates, the re-registered Feronia shares will be distributed to the eligible TriNorth shareholders.
• TriNorth expects this entire process to take approximately one month to complete, but in any event the distribution is expected to be completed no later than July 15, 2012.

Each resolution presented at the meeting received the support of at least 97 per cent of votes cast. The initiatives are subject to final approval by the TSX Venture Exchange.

Michael Wekerle, co-founder and chief executive officer of Difference Capital Inc., said: "The resolutions mark the start of a new era for both TriNorth and Difference. We will soon have the financial resources and management in place to spawn a new generation of entrepreneurial and successful Canadian technology companies."

Wes Hall, TriNorth's chairman, added: "We're delighted to be part of the Difference Capital family. Our board examined various proposals to secure TriNorth's future. Shareholders have confirmed the board's belief that Difference offers a solution providing the greatest potential for TriNorth."

Shareholders also approved the continued use of the company's amended and restated stock option plan, the reappointment of Ernst & Young LLP as auditors for the coming year, and the election of Wesley Hall, John Pennal, Ravi Sood, Amar Bhalla and Riyaz Lalani as directors.

Mr. Pennal and Mr. Bhalla will be replaced as directors by Henry Kneis and Paul Sparkes on completion of the initial financing described in the company's management information circular.

About Difference Capital Inc
Difference Capital is a Toronto-based financial services firm founded by Michael Wekerle, Paul Sparkes and Henry Kneis specializing in alternative investments.  Difference's interests include merchant banking, hedge funds, private equity and U.S. real estate.

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 has approved or disapproved of the contents of this press release.

Bernard Simon
Kingsdale Communications Inc.
416.867.2304