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26 September 2014

BENEV Capital Inc. Completes Royalty Acquisition

Closing Date: September 26, 2014

BENEV Capital Inc. (“BCI”) completed its acquisition of an approximate $12 million annual top-line royalty from Franworks Franchise Corp. (“Franworks”) for a purchase price of approximately $103.0 million.  In connection with the transaction, BCI completed an $8.7 million private placement with Maxam Opportunities Fund II LP and a $17 million senior credit facility with an institutional lender.  Following completion of the acquisition, BCI changed its name to “Diversified Royalty Corp.” and completed its re-listing on The Toronto Stock Exchange from the NEX board of the TSX Venture Exchange.

BCI, based in Vancouver, B.C., is a multi-royalty corporation, engaged in the business of acquiring top-line royalties from profitable, well-managed multi-location businesses and franchisors in North America. BCI’s objective is to acquire predictable, growing royalty streams from a diverse group of multi-location businesses and franchisors.  Calgary-based Franworks is one of the fastest growing mid-casual dining groups in Canada. On March 31, 2014, Franworks operated 62 Original Joe’s, 7 State & Main and 16 Elephant & Castle restaurants in Western Canada, Ontario and the United States.

BCI was represented by Farris, Vaughan, Wills & Murphy LLP with a team including Brad Newby, Kwang Lim, Rob Veitch, Sunny Aujla and Lisa Andrews (corporate/securities) and David Selley (banking), and by Stikeman Elliott LLP with a team including Simon Romano and Kristina Vranjkovic (corporate/securities).

Franworks was represented by McCarthy Tetrault LLP with a team including Cam Belsher, Robin Mahood and Fleur Heck (corporate/securities) and by Bennett Jones LLP with a team including Murray Coleman, Noriko Shimura and Michael Ramsay (corporate/securities).

The institutional lender was represented by Blake, Cassels & Graydon LLP with a team including Alexis Levine and Christine Creighton (banking).

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