GrowthWorks WV Management Ltd.

GrowthWorks WV Management Ltd.

May 31, 2006 15:50 ET

GrowthWorks Proposes Settlement in Crocus Class Action Lawsuit

WINNIPEG, MANITOBA--(CCNMatthews - May 31, 2006) - GrowthWorks Canadian Fund Ltd., together with Bernie Bellan, the representative plaintiff in the Crocus class action lawsuit, announced today a proposed settlement of the Crocus class action against the Crocus Investment Fund. The settlement is contingent on court approval, and on the latest GrowthWorks'(i) offer to merge Crocus Investment Fund into GrowthWorks Canadian Fund.

"In our latest offer we addressed all of the Receiver's issues and attached the Memo of Understanding regarding the proposed settlement of the class action suit," said David Levi, President and CEO of GrowthWorks.

The proposed litigation settlement only deals with the liability of the Crocus Investment Fund, and does not cover the liability of any of the other defendants in the class action. The partial settlement would facilitate the GrowthWorks' purchase, which will allow monies in the Fund to be paid out to shareholders. It also allows the class action to continue against all other defendants including the Crocus Investment Fund directors, officers, underwriters, auditor, the Manitoba Securities Commission and the Government of Manitoba.

"We believe this is a good deal for shareholders. Our goal is to recover every last penny of shareholder money. This deal enables us to get shareholders some money now, and strengthens our lawsuit to recover more money for them later. We understand that for many Crocus shareholders, their investments in Crocus were an important part of their savings," said David Klein, counsel for the plaintiffs in the Crocus class action suit.

"By eliminating the largest liability of Crocus, we have created a way for shareholders to realize value on their shareholdings and yet preserve their rights against parties who may be liable to Crocus for past actions. If the GrowthWorks merger offer is accepted and closed, Crocus shareholders could then realize most of the value they have in Crocus without waiting for a cumbersome court process to be finalized," said Levi.

Highlights of the settlement, if adopted, include:

- The Crocus class action will be settled against the Crocus Investment Fund, and court orders issued preventing other defendants from making claims against the Crocus Investment Fund's assets, so that monies in the Fund can be paid to shareholders.

- The Crocus Investment Fund will agree to provide all possible assistance to the plaintiffs in the class action, and will make available all necessary evidence to assist the plaintiffs with their claims against the remaining defendants.

- A $1 million litigation fund will be created, to cover expenses in the class action, thereby assisting the plaintiffs in recovering maximum value from the other defendants. Any monies left in the litigation fund at the conclusion of the case will be available for distribution to shareholders.

GrowthWorks is waiting for the Receiver's response to its latest offer.

About GrowthWorks

GrowthWorks (www.growthworks.ca) is a recognized leader in venture capital fund management with proven experience in the raising and managing of capital. GrowthWorks™ managed funds, including the Working Opportunity Fund, GrowthWorks Canadian Fund, GrowthWorks Commercialization Fund, and GrowthWorks Atlantic Venture Fund, 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. and GrowthWorks Commercialization Fund Ltd., and GrowthWorks Atlantic Ltd., manager of GrowthWorks Atlantic Venture Fund Ltd. Effective November 29, 2005, GrowthWorks Canadian Fund completed a merger by purchasing the assets of GrowthWorks Opportunity Fund Ltd., Canadian Science and Technology Growth Fund Inc. and Capital Alliance Ventures Inc. in exchange for Class A shares distributed to former shareholders of each of those investment funds.



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