GrowthWorks Canadian Fund Ltd. Provides Update on CCAA Proceedings

• Fund to seek Court approval to wind-up the Fund and make shareholder distributions within the next 24 months
• Court hearing to be held virtually at 10:00 a.m. (Eastern Time) on December 13, 2022
• Fund to continue its orderly liquidation of portfolio investments

TORONTO, Dec. 2, 2022 /CNW/ - GrowthWorks Canadian Fund Ltd. (the "Fund"), today announced that, on December 13, 2022, it intends to seek an order of the Ontario Superior Court of Justice (the "Court") pursuant to the Companies' Creditors Arrangement Act (Canada) (the "CCAA") authorizing, among other things, the Fund to wind up its affairs within the next 24 months and make certain cash distributions to the Fund's shareholders after satisfying the Fund's debts and liabilities. 

Background

The Fund's assets currently consist of a portfolio of equity and debt venture investments in several, largely private enterprises and cash or cash equivalents of approximately $5.4 million.  The Fund currently has no indebtedness other than ordinary course payables. 

In October 2013, the Fund sought protection from its creditors pursuant to proceedings (the "CCAA Proceedings") commenced under the CCAA and obtained an order (the "Initial Order") of the Court granting a stay of proceedings (the "Stay of Proceedings") against the Fund.  The Fund initiated the CCAA Proceedings after defaulting on its then-outstanding secured indebtedness.  The Fund has subsequently obtained consecutive extensions of the Stay of Proceedings, which will expire on December 31, 2022 unless further extended by the Court.

Pursuant to the Initial Order, the Court appointed FTI Consulting Canada Ltd. (the "Monitor") as monitor for purposes of the CCAA Proceedings. Since the date of the Initial Order, the Fund has, with the assistance of its financial and legal advisors and under the oversight of the Monitor, been engaged in an orderly disposition of its investment portfolio with a view to satisfying its creditors and making one or more distributions to the Fund's shareholders.  During that period, the Fund also conducted two formal solicitation processes in an effort to surface offers for all or a portion of the Fund's investment portfolio as an alternative to continuing an orderly disposition process.  However, the Fund's board of directors (the "Board") determined that none of the proposals received in connection with those processes properly valued the Fund's assets.  Since the date of the Initial Order, the Fund has received proceeds from investment portfolio dispositions of approximately $50 million plus cash balances on hand or recovered from third parties of approximately $7 million for a total of $57 million. The Fund used those proceeds to fully re-pay all its secured debt of approximately $33.6 million (including accrued interest), make select follow-on investments and fund its operating expenses, including the cost of defending legal proceedings commenced against the Fund by the former manager of the Fund. 

The Board has considered the advice of the Fund's investment and legal advisors and other factors deemed relevant by the Board, including, among others, the Fund's previous efforts to dispose of its investment portfolio, the relatively small number of remaining investments in the portfolio, the estimated value and period required to dispose of those investments in an orderly manner, current market conditions, and the estimated operating expenses of the Fund.  Taking that advice and those factors into account, the Board has determined to seek an order of the Court (the "Distribution, Termination and Discharge Order") authorizing the Fund to commence a dissolution process that will allow the Fund a reasonable period of time to pursue further divestitures while minimizing ongoing operating costs and providing a clear end-time of December 31, 2024 for the realization process and any related distributions. The terms of the proposed Distribution, Termination and Discharge Order and related Court hearing are summarized in greater detail below.

The Distribution, Termination and Discharge Order

The Fund has filed a motion with the Court for the Distribution, Termination and Discharge Order.  The Court will consider the Fund's application at a hearing to be held virtually at 10:00 a.m. (Eastern Time) on December 13, 2022.  Persons wishing to attend the Court hearing should contact the Monitor by telephone at 416-649-8087 / 1-855-431-3185 or by e-mail at [email protected].  If granted, the Distribution, Termination and Discharge Order would provide the following relief, among other things:

• The Stay of Proceedings would be extended until and including the earlier of (i) December 31, 2024, and (ii) the CCAA Termination Time (defined below) (the "Stay Extension Period").
• The Fund would be authorized to continue to take such steps as it, in consultation with its investment advisor and the Monitor as appropriate, determines is appropriate to effect an orderly liquidation of its investment portfolio. If the Fund determines that it would be appropriate to cease those efforts at any time before December 31, 2024, considering the estimated cost of such efforts and such other factors as the Fund determines relevant in the circumstances, the Fund would be authorized to cease those efforts and donate any security that it continues to hold to one or more charities or otherwise deal with it in the manner determined by the Fund, in consultation with the Monitor.
• The Fund would be authorized to make one or more distributions to its Class "A" shareholders and Class "B" shareholders in accordance with the respective terms of those shares.
• Upon the Fund concluding the liquidation of its investment portfolio, paying all creditor claims, making distributions to shareholders and otherwise completing all matters to be attended to in connection with the CCAA Proceedings to the satisfaction of the Monitor, the Monitor will file with the Court the Monitor's CCAA Completion Certificate, which will designate the "CCAA Termination Time". As of the CCAA Termination Time:
• The CCAA Proceedings will be terminated;
• The Fund will be dissolved without any further act or formality;
• the Monitor will be discharged and released from its duties, obligations and responsibilities; and
• the current and former directors, officers and other Representatives (as defined in the Distribution, Termination and Discharge Order) of the Fund, the Monitor and the Monitor's Representatives (as defined in the Distribution, Termination and Discharge Order), will be released from all claims arising in connection with Fund or the CCAA Proceedings (except claims that cannot be compromised pursuant to the provisions of the CCAA).
• The extension of the Second Amended and Restated Investment Advisor Agreement between the Fund and its investment advisor, Crimson Capital Inc., to and including the last day of the Stay Extension Period would be approved.

Copies of the court material filed by the Fund and the Monitor, together with details relating to the CCAA Proceeding, are available on the Monitor's website at http://cfcanada.fticonsulting.com/gcfl/.

Forward-Looking Information

This press release contains forward looking statements, including statements with respect to the Fund's proceedings under the CCAA. 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 operating conditions and 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 the Fund will not be successful in obtaining the Distribution, Termination and Discharge Order on the terms sought by the Fund or al all;  the risk that dispositions of the Fund's remaining portfolio investments, together with the Fund's cash resources, will not yield proceeds sufficient to satisfy in full claims of the Fund's creditors or any distribution to the Fund's shareholders; the risk that claims by third parties against the Fund may adversely affect the Fund's ability to wind up its affairs and make distributions to its stakeholders and may involve substantial expense and, in either case, could require the Fund to pay substantial amounts if those claims are successful, thereby reducing or depleting entirely the Fund's liquidity and amounts available for distribution to its creditors or shareholders or both; and those risks and uncertainties disclosed in the Fund's 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, 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.

SOURCE GrowthWorks Canadian Fund Ltd.

http://cfcanada.fticonsulting.com/gcfl/