GrowthWorks Commercialization Fund Ltd. Announces Intention to Wind-Up

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 16, 2016) - GrowthWorks Commercialization Fund Ltd. (the "Fund") today announced that its board of directors (the "Board") has determined to pursue a winding-up and dissolution of the Fund (the "Winding-Up"). The Winding-Up is expected to be effected on or before December 31, 2019 in accordance with the provisions of the Community Small Business Investment Funds Act, 1992 (Ontario) and applicable rules relating to the wind-up of registered labour-sponsored venture capital corporations under the Income Tax Act (Canada). The completion of the Winding-Up is subject to the satisfaction of certain conditions, including any necessary shareholder, regulatory and tax approvals.

The Board's decision to pursue the Winding-Up was taken as part of its continuing review of the strategic alternatives reasonably available to the Fund, after consulting with the Fund's manager (the "Manager") and considering a number of factors, including the phase out of the federal and Ontario tax credit program for labour-sponsored investment funds; the current size, composition and value of the Fund's investment portfolio; current market conditions for labour-sponsored investment funds; the Manager's advice as to the projected timing of, and realizable proceeds from, divestments of the Fund's remaining venture assets; and the current and projected liquidity, operating expenses and liabilities (including tax liabilities) of the Fund. Prior to the completion of the Winding-Up, the Fund intends to pursue the sale of all of its remaining venture assets.

The Fund intends to call an annual and special meeting of its shareholders to be held in February 2017 (the "Meeting"), at which the Fund's shareholders will be asked to vote on a special resolution to approve the Winding-Up. An information circular with further information containing details of the Winding-Up and other business to be considered at the Meeting is expected to be mailed to shareholders in January 2017.

The Fund does not currently anticipate any resumption of redemptions of, or payment of dividends on, Class A shares of the Fund prior to the Winding-Up.

Forward-Looking Statements

This press release contains forward looking statements, including statements with respect to the proposed winding-up and dissolution of the Fund. 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 liquidity, capital resources, operating conditions, 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 there may not be a market for the Fund's venture assets and the Fund may not be able to dispose of these assets on favourable terms, in a timely manner or at all; the risk that the proceeds that the Fund receives upon a disposition of its venture assets may vary materially and adversely from the historical values assigned to those assets using the International Private Equity and Venture Capital Valuation Guidelines as calculated by the Manager; the risk that dispositions of the Fund's venture assets will not yield proceeds sufficient to fund any cash distribution to the Fund's shareholders in connection with the Winding-Up; the risk that tax liabilities or other liabilities or costs could materially reduce the amount of cash available for distribution to the Fund's shareholders in connection with the Winding-Up; and the risk that the Fund does not obtain the shareholder, regulatory, tax or third party approvals required to complete the Winding-Up. 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. There can be no assurance that the Winding-Up or any other transaction will be completed. 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.