Mavrix Announces Letter of Intent Concerning an Offer for its Shares



    TORONTO, May 1 /CNW/ - Mavrix Fund Management Inc. (TSX:MVX) announced
today that it has entered into a Letter of Intent with GrowthWorks Ltd.
("GrowthWorks") with respect to an offer that GrowthWorks, through a
wholly-owned subsidiary, would be prepared to make an offer to acquire all of
the outstanding common shares of the Corporation at a price of $0.25 per share
by way of Plan of Arrangement (the "Transaction").
    The Letter of Intent provides that the Transaction remains subject to
satisfactory completion of due diligence by GrowthWorks, which diligence is
ongoing, execution of documentation satisfactory to the parties, negotiation
of an amendment agreement with a lender to the Corporation required to permit
the completion of the Transaction, and certain regulatory approvals.
    The Transaction will also require approval by 66(2)/(3) of the votes cast
in respect of the matter by shareholders at a meeting to be held to consider
the matter, as well as approval by the majority of the independent
shareholders.
    Shareholders including officers and directors of Mavrix holding an
aggregate of 4,943,017 shares or 56.7% of the outstanding shares, have entered
into support agreements pursuant to which they have agreed to vote in favour
of the Transaction.
    GrowthWorks has advised that it intends to retain all personnel at Mavrix
so that the operations of the Corporation, including importantly, the
management of its funds, will remain unaffected by the Transaction, if
completed.
    The Board of Directors of Mavrix has constituted an Independent Committee
to consider the Transaction and to make a recommendation to the Board of
Directors. The Independent Committee is in the process of retaining a
financial advisor to advise as to whether the Transaction is fair to
shareholders from a financial point of view.

    
    About Mavrix Fund Management Inc.
    ---------------------------------
    
    Mavrix Fund Management Inc. (TSX: MVX) is an asset management company
founded and operated by experienced portfolio managers. The company offers a
focused line-up of concentrated, actively managed funds that aim to complement
mainstream funds. Mavrix supports its products by providing financial advisors
with regular and direct access to portfolio managers and unbiased commentary,
which has enabled the company to become a trusted advisor to its clients.
Mavrix is headquartered in Toronto with offices in Halifax, Montreal and
Winnipeg. Additional information about Mavrix can be found at
www.mavrixfunds.com.

    Certain statements contained herein constitute "forward-looking
statements". These forward-looking statements are based on current
expectations and involve known and unknown risks, uncertainties and other
factors. Material factors and assumptions that were applied in making the
forward-looking statements and that could cause actual results to differ
materially from the forward-looking statements in this release include risks
and uncertainties relating to: GrowthWorks making the offer contemplated by
the Letter of Intent, completion of satisfactory due diligence by GrowthWorks,
negotiation and execution of satisfactory documentation, negotiation of a
satisfactory amendment with a lender to the Corporation to permit completion
of the Transaction, retention of all Mavrix personnel by GrowthWorks and
receipt of all regulatory and required shareholder approvals. Readers are
cautioned not to place undue reliance on these statements as actual results
may differ materially from any future results expressed or implied by such
forward-looking statements, if known or unknown risks, uncertainties or other
factors affect the Transaction, the Company or its business. The Company
cannot provide any assurance that forward-looking statements will materialize.
Except as required by law, the Company assumes no obligation to update or
revise any forward-looking statement, whether as a result of new information,
future events or any other reason.

    %SEDAR: 00020385E




For further information:

For further information: Mavrix Fund Management Inc. at (416) 362-3077,
1-888-964-3533 or www.mavrixfunds.com

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MAVRIX FUND MANAGEMENT INC.

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