Difference Capital Announces Recent Investments in Media, Clean
Technology, and Concussion Detection Technology
TORONTO, ONTARIO -- (Marketwire) -- 01/18/13 -- Difference Capital
Funding Inc. (TSX VENTURE:DCF) ("DCF") is pleased to announce its
recent investments in Thunderbird Films Inc. ("Thunderbird Films"),
Brainscope Company, Inc. ("Brainscope"), SoMedia Networks Inc.
("SoMedia"), iPowow, Ltd. ("iPowow"), and Wasabi Energy Limited
DCF has invested $4 million in Thunderbird Films in the form of
equity, acquiring a 15.2% stake in the company.
DCF has invested AUD $3 million in Wasabi in the form of a secured
loan with an 8% coupon, and received warrants to purchase common
DCF's $1 million investment in Brainscope, $600,000 investment in
SoMedia, and AUD $500,000 investment in iPowow have been made by
convertible loans with an average yield of 9.5%.
"We are excited to add these latest investments to our portfolio of
investee companies as we continue to grow for the benefit of our
shareholders," said Michael Wekerle, Executive Chairman of DCF.
DCF is also pleased to announce that it has entered into a management
agreement (the "Management Agreement"), effective May 29, 2012,
pursuant to which Difference Capital Management Inc. (the "Manager")
will manage the business and affairs of the Company.
As compensation for management services, DCF will pay the Manager an
annual management fee (the "Management Fee") in the amount equal to
2% of the net asset value of DCF calculated and payable monthly as of
the last business day of each month. In addition to the Management
Fee, the Manager will be entitled to receive for each fiscal year of
DCF, a performance fee (the "Performance Fee") equal to 20% of any
increase in the net asset value of DCF from the start of the fiscal
year in question to the end of that year (the "Performance Year")
that is greater than the two-year Government of Canada bond rate (the
"Hurdle Rate") as applied to the net asset value, with the Hurdle
Rate subject to a maximum of 5% p.a. The Performance Fees are
calculated and accrued monthly but will be paid to the Manager only
after the year end.
Under the Management Agreement, 40% of any advisory or consultancy
fees net of direct expenses earned by the Manager from investee
companies shall be remitted to DCF. As a result, DCF will earn a
recurring income stream independent of the return on its investment
The Management Agreement will continue for an initial term expiring
June 30, 2015 subject to automatic renewal for additional one year
terms. The Management Agreement may be terminated by either DCF or
the Manager by providing 180 days' written notice prior to the end of
any term, subject to a termination penalty if terminated by DCF in
certain circumstances, equal to 5% of the net asset value on such
date and continued payment of the Performance Fee for two years.
DCF would also like to clarify its press release of November 21,
2012, wherein it announced the closing of a second tranche of a
non-brokered private placement offering of special warrants (the
"Special Warrants") for aggregate consideration of $13,933,750. While
DCF did issue Special Warrants for the reported aggregate
consideration of $13,933,750, DCF received cash consideration of
$13,433,750 by way of private placement, and received common shares
of Virgin Gaming valued at $500,000 in exchange for 1,428,571 Special
Warrants pursuant to a securities exchange agreement with a Virgin
About Difference Capital Funding Inc.
DCF is a publicly listed merchant bank focused on creating
shareholder value through strategic investments in, and advisory
services for, growth companies.
For further information on DCF, its management, board and portfolio
of investee companies, please visit www.differencecapital.com.
About Thunderbird Films Inc. ("Thunderbird")
Thunderbird Films is an expanded multiplatform media production,
distribution and rights management company based in Vancouver, BC,
Canada. Thunderbird is known for its collaboration with talented
producers, maximizing the financial and creative benefits of Canadian
co-production to assist in the financing, production and distribution
of all genres of programming for the world market. The company is
committed to delivering premium finished product that has broad
appeal for broadcasters and their audiences worldwide. Today,
Thunderbird has a catalogue comprised of more than 500 hours of
Canadian and US television content and its programming airs on major
networks around the globe. Thunderbird has a joint venture with Lions
Gate Entertainment Corporation called Sea to Sky Entertainment. Frank
Giustra, founder of Lions Gate and a Thunderbird shareholder, played
a pivotal role in orchestrating the 50-50 joint venture.
About Brainscope Company, Inc. ("Brainscope")
BrainScope is developing a new generation of portable and
simple-to-use tools to rapidly and objectively assess brain function
at the initial point of care. The initial focus is the development of
a device for the U.S. military, to aid in detection and objective
assessment of traumatic brain injury ("TBI"), and its milder form
known as concussion. The company is currently integrating their
intellectual property, technology platform, and algorithm development
process to create a robust, portable device intended to be deployed
in military settings for providing reliable, rapid, objective
assessments of brain function to aid in rapid triage of TBI patients.
There is also substantial potential opportunity for this product to
be used in Emergency Rooms, and particularly in the sports market
where concussions continue to be a vital issue in sports medicine at
all levels of play.
About SoMedia Networks Inc. ("SoMedia")
SoMedia Networks is a pioneer of cloud-based video content production
platforms and massive scale video production services. They provide
resale, white-label, and on-demand video production services to web
services companies, digital publishers, agencies, corporate brands
and broadcasters across North America. SoMedia's technology-first
approach, and North American-wide crowd sourced workforce allows them
to provide a range of ground breaking video production services and
products which break down the traditional barriers of cost, volume
and reach, making it easy for their partners to deliver online video
products to their clients simply and affordably, anywhere, at scale.
About iPowow, Ltd. ("iPowow")
iPowow is the leader in 'Participation TV', which is an integral
piece of the emerging 'Second Screen' market. iPowow delivers
instant, on demand engagement for live TV audiences globally to
multiple Internet-connected devices. iPowow enables content owners,
broadcasters and advertisers to capitalize on the massive consumer
demand for 'Second Screen' engagement on laptops, smartphones, iPads
and other similar devices. iPowow's customers include ESPN, Fox
Sport, UFC, CBC, Vodafone, Nine Network, and Quicksilver. iPowow has
offices in Canada, U.S., U.K. and Australia.
About Wasabi Energy Limited ("Wasabi")
Wasabi is a power producer that is at the forefront of the global
energy efficiency boom and the drive for renewable power. The company
operates in a background of growing acknowledgement that energy
efficiency can be as important as new energy sources in meeting the
worlds demand for power. Wasabi also supports technologies that can
provide solutions to global sustainability challenges. Wasabi Energy
Limited is listed on both the Australian Securities Exchange
(ASX:WAS) and the AIM market in London (AIM:WAS) as well as American
Depository Receipts trading on OTCQX Market (OTCQX:WSBLY).
This press release contains forward-looking statements regarding
future growth, results of operations, performance, business prospects
and opportunities involving DCF. 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 DCF. 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,
anticipated returns on investments, the ability to secure additional
financings, the ability to close on future investments, the ability
of DCF to achieve its investment objectives, its dependence on the
efforts of management, risks associated with fluctuations in net
asset value and valuation of DCF'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 DCF, not currently viewed as material could cause
actual results to differ materially from those described in the
forward-looking statements. Although DCF 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. DCF 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 TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Difference Capital Funding Inc.
Chief Executive Officer
416 649 5088
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