GrowthWorks Capital Ltd.

GrowthWorks Capital Ltd.

March 08, 2010 18:39 ET

GrowthWorks Funds Report Investment in Spectral Diagnostics

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 8, 2010) - In connection with the previously announced closing of Spectral Diagnostic Inc.'s ("Spectral") private placement of 48,750,000 units, BioMS Medical Corp., GrowthWorks Canadian Fund Ltd., GrowthWorks Atlantic Venture Fund Ltd., Mavrix Fund Management Inc., Spectral and others entered into an amended and restated voting agreement (the "Voting Agreement").

This early warning news release and accompanying report result from a change in facts contained in a report previously filed by GrowthWorks Capital Ltd. & Affiliates as at July 2, 2009, namely the coming into effect of the Voting Agreement. The Voting Agreement had not been entered into at the time of the prior report. The Voting Agreement sets out the voting obligations of the parties in respect of the election of two BioMS Medical Corp. representatives and one GrowthWorks* representative to the Spectral board. A copy of the Voting Agreement has been filed on

Following closing of the private placement and the conversion of notes held by GrowthWorks Canadian Fund Ltd., investment funds managed by GrowthWorks now collectively own (i) 11,499,617 common shares of Spectral representing approximately 15.18% of the issued and outstanding common shares of Spectral, (ii) options to acquire a further 125,000 common shares of Spectral (the "Options"), (iii) warrants to acquire a further 2,525,000 common shares of Spectral (the "Warrants") and (iv) $1,156,250 principal amount of non-interest bearing, unsecured convertible notes (the "Notes"), which can be repaid by Spectral in cash or converted to common shares of Spectral. At present, if the Options and Warrants were fully exercised and the Notes fully converted, investment funds managed by GrowthWorks would hold 16,779,899 common shares of Spectral, representing approximately 20.7% of the issued and outstanding common shares of Spectral.

The securities are being held for investment purposes. Although it is not anticipated at this time, investment funds managed by GrowthWorks may make further purchases of securities of Spectral for investment purposes only.

* Matrix Asset Management Inc. ("Matrix") operates its business units through GrowthWorks, Mavrix Fund Management Inc. and SEAMARK Asset Management Ltd. as separate business units and relies on the relief contained in Part 5 of National Instrument 62-103 in treating portfolio securities owned or controlled within each business unit separately for purposes of early warning, insider reporting and certain other regulatory requirements. In this press release, GrowthWorks refers to companies forming part of the venture capital business unit of Matrix, including: GrowthWorks WV Management Ltd., manager of GrowthWorks Canadian Fund Ltd. and GrowthWorks Commercialization Fund Ltd., GrowthWorks Capital Ltd., manager of the Working Opportunity Fund (EVCC) Ltd. and GrowthWorks Atlantic Ltd., manager of GrowthWorks Atlantic Venture Fund Ltd. Mavrix Fund Management Inc. forms part of the mutual fund business unit of Matrix.

Contact Information

  • GrowthWorks Capital Ltd.
    Michael Cross
    Vice President, Investments