GrowthWorks Capital Ltd.

GrowthWorks Capital Ltd.

October 21, 2005 16:57 ET

GrowthWorks Managed Funds Enter Merger Agreement

TORONTO, ONTARIO--(CCNMatthews - Oct. 21, 2005) - Four labour-sponsored investment funds managed by GrowthWorks(i), a leading Canadian venture capital fund manager, announced today their Boards of Directors have approved the proposal to merge Canadian Science and Technology Fund Inc. ("CSTGF"), Capital Alliance Ventures Inc. ("CAVI") and GrowthWorks Opportunity Fund Ltd. into the much larger GrowthWorks Canadian Fund Ltd.

"We are very pleased with the decision by the Boards of Directors to recommend that shareholders vote to approve the merger of these funds, as we believe it represents the best long term value option for shareholders of these GrowthWorks managed funds," said David Levi, President and CEO of GrowthWorks.

The merger will be completed through an asset purchase transaction whereby GrowthWorks Canadian Fund will acquire the net assets of CSTGF, CAVI and GrowthWorks Opportunity Fund and shareholders of the CSTGF, CAVI and GrowthWorks Opportunity Fund will become shareholders of GrowthWorks Canadian Fund.

The merger is subject to regulatory approval and shareholder approval by special resolution at shareholders meetings scheduled for November 17, 2005 for shareholders of GrowthWorks Canadian Fund and GrowthWorks Opportunity Fund and November 23, 2005 for CAVI and CSTGF. More details of the merger will be contained in meeting materials being sent to shareholders.

CAVI and CSTGF are suspending sale of their shares, effective immediately, pending the results of the shareholder vote on the proposed merger. If the merger proposal is approved, GrowthWorks Canadian Fund will go off-sale November 24 for completion of back office data transfers and conversions. It is expected that the Fund will be back on sale on or about December 5, 2005.

About GrowthWorks

GrowthWorks ( is a recognized leader in venture capital fund management with proven experience in the raising, investing and managing of capital. GrowthWorks™ managed funds, including the Working Opportunity Fund, GrowthWorks Canadian Fund, GrowthWorks Commercialization Fund, GrowthWorks Atlantic Venture Fund, and Fullarton Capital managed funds, have approximately $800 million in combined assets. GrowthWorks has a team of skilled and knowledgeable investment professionals with a combined 200 years of experience. The Investment team has a proven track record of identifying, analyzing and structuring investments in emerging sectors. GrowthWorks is a registered trademark of GrowthWorks Capital Ltd.

(i) GrowthWorks refers to affiliates of GrowthWorks Ltd. and includes GrowthWorks Capital Ltd., manager of the Working Opportunity Fund (EVCC) Ltd., GrowthWorks WV Management Ltd., manager of GrowthWorks Canadian Fund Ltd., GrowthWorks Opportunity Fund Ltd. and GrowthWorks Commercialization Fund Ltd., GrowthWorks Atlantic Ltd., manager of GrowthWorks Atlantic Venture Fund Ltd., and Fullarton Capital Corporation, manager of Canadian Science and Technology Growth Fund Inc. and Capital Alliance Ventures Inc.

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