GrowthWorks Canadian Fund Ltd. Announces Settlement Agreement with Roseway Capital S.a.r.l.

TORONTO, June 9, 2015 /CNW/ - GrowthWorks Canadian Fund Ltd. (the "Fund"), which has obtained creditor protection pursuant to orders of the Ontario Superior Court of Justice (the "Court") granted under the Companies' Creditors Arrangement Act (Canada) ("CCAA"), today announced that it has entered into a settlement agreement (the "Settlement Agreement") with Roseway Capital S.a.r.l. ("Roseway") and obtained an order of the Court approving the Settlement Agreement. The Settlement Agreement resolves outstanding claims between the Fund and Roseway arising in connection with the participation agreement (the "Participation Agreement") dated May 28, 2010, as amended, between the Fund and Roseway, the security agreement (the "Security Agreement") dated May 28, 2010 between the Fund and Roseway and certain other matters.

Under the terms of the Settlement Agreement, the amount owing by the Fund to Roseway under the Participation Agreement and the Security Agreement has been fixed at $2,185,742, including interest, fees and expenses, and applicable withholding taxes (the "Outstanding Roseway Debt"). Interest will not accrue on the Outstanding Roseway Debt after the date of the Settlement Agreement. With the consent of FTI Consulting Canada Inc., the Court-appointed monitor in the Fund's CCAA proceedings, the Fund will pay the Outstanding Roseway Debt as soon as reasonably practicable, taking into account the Fund's commercially reasonable estimate of the actual and projected liquidity and capital resources and expenditures of the Fund. The Settlement Agreement also entitles Roseway to a fixed percentage (the "Roseway OMP Entitlement") of certain future earn-out consideration received by the Fund in connection with the prior sale of the Fund's investment in Cytochroma Canada Inc. That investment was subject to the terms of the Participation Agreement.  Effective upon payment of the Outstanding Roseway Debt, the terms of the Security Agreement will be amended to, among other things, restrict the security interest held by Roseway in the Fund's assets to the Roseway OMP Entitlement. Currently, the Security Agreement grants Roseway a general security interest in all of the Fund's assets, subject to certain exceptions. In connection with the Settlement Agreement, the Fund and Roseway have exchanged customary mutual releases.

Forward-Looking Information

This press release contains forward looking statements, including statements with respect to the Fund's proceedings under the CCAA. These forward-looking statements reflect the Fund's current views and are based on certain assumptions, including, but not limited to, assumptions as to future operating conditions and courses of action, general economic and market 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, but not limited to, the risk that dispositions of the Fund's portfolio investments, together with the Fund's cash resources, will not yield proceeds sufficient to satisfy in full the Outstanding Roseway Debt, claims of the Fund's other creditors or any distribution to the Fund's shareholders; the risk that litigation proceedings involving claims by the former manager of the Fund or other third parties against the Fund may involve substantial expense and, if successful, could require the Fund to pay substantial damages, thereby reducing or depleting entirely the Fund's liquidity and capital resources; and 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.

FTI Consulting Canada Inc., the Court Appointed Monitor of GrowthWorks Canadian Fund, has established the following website containing information concerning the CCAA proceedings: http://cfcanada.fticonsulting.com/gcfl/

SOURCE GrowthWorks Canadian Fund Ltd.

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