GrowthWorks Capital Ltd.



GrowthWorks Capital Ltd.
Working Opportunity Fund (EVCC) Ltd.



Working Opportunity Fund (EVCC) Ltd.

April 24, 2013 19:08 ET

Working Opportunity Fund Gives Update on Portfolio Developments and Extends Closure of Venture Series Sales and Redemptions until May 31, 2013

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 24, 2013) - Working Opportunity Fund (EVCC) Ltd. (the "Fund") is pleased to report that CA Technologies has announced it has signed a definitive agreement to acquire Layer 7 Technologies Inc. ("Layer 7"), a leading provider of Application Programming Interface (API) management and security. The Fund also reports the extension of the closure of Venture Series sales and redemptions until May 31, 2013 to allow time for the Layer 7 sale transaction to conclude.

The Layer 7 sale transaction was referred to as one of the Portfolio Developments reported in November and December 2012 news releases issued by the Fund. Layer 7 represents the largest portfolio position of the Fund's Venture Series. The Commercialization Series also has a position in Layer 7 and will participate in this exit. The Fund first invested in 2003 when Layer 7 had just seven employees and zero revenue. Today the company employs approximately 165 employees and has customers around the world. The Fund led the first institutional round of financing with participation from partner BDC Venture Capital and Shoreline Ventures.

The Fund believes that the Layer 7 transaction, together with the other Portfolio Development reported in November and December 2012, could result in an increase, in aggregate, of approximately 20% in the Fund's Venture Series share values. A portion of this increase has already been recognized in valuation adjustments made to date. Based on the proposed terms of the transaction, a further gain would be recognized upon closing of the transaction.

The closing of the Layer 7 transaction is unlikely to complete before April 30, 2013. Given the potential impact of the transaction on the Fund's liquidity and net asset value, the Board of Directors of the Fund has determined that it is in the best interests of the Fund's shareholders to extend the closure of sales and redemptions of Venture Series shares to allow time for the Layer 7 transaction to close. It is expected that redemptions will be closed until May 31, 2013, as permitted under the Fund's Articles, although the Board may elect to extend the closure or resume sales and redemptions at an earlier date if the transaction closes prior to May 31, 2013.

The Fund continues to experience significant liquidity pressure due to constrained exit markets and a challenging capital raising climate. Extending the closure of Venture Series sales and redemptions in December 2012 allowed further time for negotiations surrounding the Layer 7 transaction to progress, which was considered prudent given the potential impact of the transaction on Venture Series share values and the liquidity pressure affecting the Fund. These same factors continue to inform the Board's decision on the extension of the closure of the Venture Series sales and redemptions to May 31, 2013.

With the extension of the closure of Venture Series share sales, shareholders with switch rights still may not switch one series of Venture Series shares for another. The extension of the closure affects only new purchases, switches and redemptions of the Fund's Venture Series shares and does not affect the Fund's Commercialization Shares.

The Board of Directors of the Fund believes the extension of the closure of sales and redemptions of Venture Series shares is in the best interests of all shareholders given the range of possible outcomes that may flow from the Layer 7 transaction and related impact on the Fund's Venture Series share values and liquidity. Cindy Stewart, a Director of the Fund, commented, "We are excited by this announcement by CA to acquire Layer 7 and believe that it is prudent to extend the closure of sales and redemptions of Venture Series shares at this time to allow time for the potential sale transaction to close. We are pleased to see confirmation that the Fund's portfolio companies, such as Layer 7, represent world-class opportunities which continue to highlight British Columbia's reputation as a technology centre. Investments such as Layer 7 which result in successful exit opportunities show the value of patient venture capital investing, for both the economy and venture capital fund shareholders."

While definitive agreements related to the Layer 7 transaction have now been signed, there can be no assurance that the transaction will complete on the terms proposed or at all, nor can there be any assurance as to the impact of the transaction, if completed, on the Fund's Venture Series share values or liquidity. Other developments in the Fund's investment portfolio could impact Venture Series share values. There can also be no assurance that the Fund will resume weekly Venture Series share sales or redemptions. These outcomes are subject to risks and uncertainties. See "Forward Looking Statements" below.

About GrowthWorks* (www.growthworks.ca) GrowthWorks™ managed funds provide investment capital for Canadian companies and tax-advantaged investment opportunities for Canadian investors through the Working Opportunity Fund (EVCC) Ltd., GrowthWorks Atlantic Venture Fund Ltd., GrowthWorks Commercialization Fund Ltd. and GrowthWorks Canadian Fund Ltd. GrowthWorks identifies, analyzes and structures investments in companies with high growth potential. Particular emphasis is placed on IT, Life Sciences and Cleantech sectors. Building on more than 20 years of investment expertise, GrowthWorks is a leader in Canadian venture capital management. GrowthWorks is a registered trademark of GrowthWorks Capital Ltd.

Forward Looking Statements: This press release contains forward looking statements about the Layer 7 transaction and the impact of the transaction on Venture Series share values and the Fund's liquidity and the possible resumption of the Venture Series share redemptions and sales. These statements are based on beliefs and assumptions of management of the Fund at the time the statements are made, including beliefs and assumptions about the likelihood of the Layer 7 transaction closing, future market conditions and future levels of divestment activity and Venture Series redemption requests. These beliefs and assumptions are subject to known and unknown risks and uncertainties, including risks and uncertainties associated with volatility of market conditions and, in turn, the climate for divestment activity, factors affecting sales of portfolio companies, other factors affecting the performance of portfolio companies, valuations of portfolio companies, financing needs of portfolio companies and the availability of capital to satisfy such financing needs and other risks and uncertainties disclosed in the Fund's most recently filed prospectus and other regulatory filings posted on SEDAR at www.sedar.com. 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. Unless required by law, neither the Fund nor its manager assumes any obligation to update any forward-looking statements or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results or other factors.

*GrowthWorks refers to GrowthWorks Ltd. and: 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.

Commissions, trailing commissions, management fees and expenses all may be associated with investment fund purchases. Please read the Fund's prospectus before investing. Investment funds are not guaranteed, their values change frequently and past performance may not be repeated. Dividends on Commercialization Series shares are not guaranteed.

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