GrowthWorks Canadian Fund Ltd. Initiates Sale and Investor Solicitation Process

TORONTO, Nov. 20, 2013 /CNW/ - GrowthWorks Canadian Fund Ltd. (the "Fund") today announced that the Fund has obtained an order (the "Order") of the Superior Court of Justice under the Companies' Creditors Arrangement Act (the "CCAA") authorizing the initiation of a sale and investor solicitation process (the "SISP") with respect to the Fund. CCC Investment Banking, the financial advisor to the Fund, has commenced contacting prospective strategic and financial partners interested in participating in the SISP. A notice (the "Notice") will be published in The Globe & Mail and the Wall Street Journal seeking expressions of interest in connection with a potential merger or other sale of all property, assets and businesses of the Fund, or an equity or debt investment in, and recapitalization of, the Fund. The Notice was issued pursuant to the terms of the Order.

The full text of the Notice is set out below.

NOTICE REGARDING SALES AND SOLICITATION PROCESS OF GROWTHWORKS CANADIAN FUND LTD.

On October 1, 2013, GROWTHWORKS CANADIAN FUND LTD. (the "Fund") obtained an initial order under the Companies' Creditors Arrangement Act (Canada) (the "CCAA") from the Ontario Superior Court of Justice (Commercial List) (the "Court") in Toronto under Court File Number CV-13-10279-00CL.  FTI Consulting Canada Inc. has been appointed by the Court as CCAA monitor (the "Monitor") in those proceedings.

PLEASE TAKE NOTICE THAT, pursuant to a Court order issued on November 18, 2013 (the "SISP Order"), the Fund obtained Court approval to conduct a sale and investor solicitation process (the "SISP") to seek parties interested in purchasing the assets, undertakings and property of the Fund (a "Sale Proposal") and/or parties interested in investing in or refinancing the business of the Fund (an "Investment Proposal").

Pursuant to the SISP, CCC Investment Banking ("CCC") is soliciting Sale Proposals and Investment Proposals from prospective strategic and financial parties and seeks to implement one or a combination of such proposals in respect of the property and the business of the Fund.

The Fund is a labour sponsored venture capital fund that currently has a mature and diversified portfolio consisting primarily of Venture investments made in small and medium size Canadian businesses in both Canada and the USA.  The Fund was formed in 1988 with the investment objective of achieving long term appreciation for its Class A shareholders, who are principally retail investors.

Parties interested in this opportunity can obtain additional information regarding the SISP by contacting CCC at:

CCC Investment Banking
150 King Street West, Suite 2020
Toronto, Ontario   M5H 1J9
Fax: 416-599-9250

Attn:  Bill Rogers
brogers@cccinvestmentbanking.com

A copy of the Initial Order, SISP, SISP Order and other public information concerning these CCAA proceedings can be found on the Monitor's Website at http://cfcanada.fticonsulting.com/gcfl, or may be obtained by contacting the Monitor at: growthworkscanadianfundltd@fticonsulting.com

The timing and procedures governing the sale and investor solicitation process, the terms of participation by prospective purchasers or prospective strategic or financial investors, and the criteria for the submission, evaluation and selection of bids are set out in the SISP attached to the Order.  As previously disclosed, on October 1, 2013 the Fund commenced proceedings in the Ontario Superior Court of Justice under the CCAA.  FTI Consulting Canada Ltd., the Court-appointed monitor in the CCAA proceedings, will supervise the SISP in accordance with the terms of the Order.

For further information, please refer to the monitor's website at http://cfcanada.fticonsulting.com/gcfl.

There can be no assurance that the SISP will lead to a transaction, or as to the terms of any such transaction.

The Fund also announced that, as a result of the termination of the management agreement between the Fund and its former manager, it does not intend to calculate and publish the net asset value of the Fund (the "Specified Requirement") for the duration of the CCAA proceedings.  The Fund intends to satisfy the provisions of the alternative information guidelines set out in National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults so long as it remains in default of the Specified Requirement.  The Fund also intends to file with the applicable securities regulatory authorities throughout the period in which it is in default of the Specified Requirement, the same information it provides to its creditors when the information is provided to its creditors (other than confidential material if disclosure of that information would be unduly detrimental to the interests of the Fund) and in the same manner as it would file a material change report under Part 7 of National Instrument 51-102 Continuous Disclosure Requirements.

Forward-Looking Information

This press release contains forward looking statements, including statements with respect to the CCAA proceedings. These forward-looking statements reflect the Fund's current views and are based on certain assumptions, including assumptions as to future operating conditions and courses of action, sale or refinancing alternatives, economic conditions and other factors the Fund believes are appropriate. Such forward looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in these statements, including the risk that disposition of the Fund's portfolio investments or refinancing or other strategic alternatives may not be available on terms acceptable to the Fund, or at all, or that any such disposition or other strategic alternative would yield proceeds sufficient to satisfy in full the Fund's payment obligations to Roseway Capital S.a.r.l., the Fund's other creditors or any distribution to the Fund's shareholders, as well as those risks and uncertainties disclosed in the Fund's most recently filed prospectus and other regulatory filings posted on SEDAR at www.sedar.com. These risks and uncertainties may cause actual results, events or developments to be materially different from those expressed or implied by such forward-looking statements.  Unless required by law, the Fund does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or results or other factors.


SOURCE: GrowthWorks Canadian Fund Ltd.

For further information:

FTI Consulting Canada Inc. Court Appointed Monitor of GrowthWorks Canadian Fund Ltd. 
Phone: 416-649-8087 
Hotline: 1-855-431-3185 
Email: growthworkscanadianfundltd@fticonsulting.com


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