B.E.S.T. Total Return Fund Inc. Announces Intention to Wind-Up

TORONTO, ONTARIO--(Marketwired - April 28, 2015) - B.E.S.T Total Return Fund Inc. (the "Fund") announced today that its Board of Directors (the "Board") has approved a proposal to proceed with the wind-up of the Fund (the "Wind-Up") and the suspension of any new investment activities of the Fund.

The Wind-Up is expected to be effected in accordance with the provisions of the Community Small Business Investment Funds Act, 1992 (the "CSBIF Act"), and applicable rules relating to the wind-up of registered labour-sponsored venture capital corporations under the Income Tax Act (Canada) (the "ITA"). The completion of the Wind-Up is subject to the satisfaction of certain conditions, including shareholder approval and any necessary regulatory and tax approvals.

The Fund intends to call a special meeting of its shareholders, expected to be held in the summer of 2015, (the "Special Meeting") at which shareholders will be asked to approve, among other things, the Wind-Up. Details of the Wind-Up will be included in the information circular issued in advance of the Special Meeting, which will be distributed to shareholders for their consideration in due course.

As of today's date, the Fund currently has sufficient cash on hand to redeem all of its Class A Shares at the current net asset value per Class A Share. The Fund will continue to calculate the net asset value per Class A Share daily. The Board has decided not to impose the annual redemption limit applicable to Class A Share redemptions and encourages Class A shareholders to consider requesting the redemption of their Class A Shares in accordance with the articles of the Fund.

The Fund intends to withhold tax under Part XII.5 of the ITA and the CSBIF Act in respect of shareholders who have held their Class A Shares less than eight years and who submit their shares for redemption prior to the Fund receiving the approval of the Wind-Up at the Special Meeting and any regulatory and tax approvals considered necessary by the Board. Following approval of the shareholders, if obtained, and the receipt of any regulatory and tax approvals considered necessary by the Board, the Fund does not intend to withhold such tax regardless of how long shareholders have held their Class A Shares.

Since the Ontario government phased out the Ontario tax credit program for labour sponsored investment funds ("LSIFs") in respect of years subsequent to the 2011 taxation year, and the federal government's announcement that it will phase out the federal tax credit for labour-sponsored venture capital corporations by 2017, management and the Board have been evaluating the Fund's options. Leading up to the proposal of the Wind-Up, the Board considered a number of different strategic options available to the Fund, including maintaining the status quo in light of the liquidity of the Fund's portfolio assets and the nature of the current market conditions for LSIFs and concluded that the Wind-Up would be in the best interests of the shareholders of the Fund.

About B.ES.T. Total Return Fund Inc.

B.E.S.T. Total Return Fund Inc., established in 2003, is registered as a labour sponsored investment fund corporation in Ontario and a registered labour-sponsored venture capital corporation federally. The Fund seeks to hold a balanced portfolio of investments with both income and growth objectives.

Cautionary Note and Forward-Looking Statements

This press release contains forward‐looking statements which include, but are not limited to, statements regarding the expected completion of the Wind-Up, net asset value of the shares, cash on hand or other statements that are not statements of fact. There can be no assurances that any transaction will be completed. These statements are not guarantees of future events and involve assumptions, risks, and uncertainties that are difficult to predict. Although the Fund believes that the expectations reflected in such forward‐looking statements are reasonable, it cannot give any assurance that such expectations will prove to be correct. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward‐looking statements, including, risks associated with the Wind-Up, such as: the failure to satisfy the conditions of the Wind-Up and failure to obtain the necessary approvals for the Wind-Up (including shareholder approval). Such forward‐looking statements are also based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about the following: the Fund will be able to satisfy the conditions to the Wind-Up; the required approvals will be obtained from the shareholders of the Fund; and all third party regulatory and governmental approvals in connection with the Wind-Up, as applicable, will be obtained and all other conditions to completion of the Wind-Up will be satisfied or waived. Should one or more of the risks or uncertainties involved in forward‐looking statements materialize, or should the assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. Accordingly, readers should not place undue reliance on forward‐looking statements.

Forward‐looking statements are qualified entirely by this cautionary statement and are given only as at the date of this press release. The Fund disclaims any obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.