TORONTO, May 26, 2026 /CNW/ - GrowthWorks Canadian Fund Ltd. (the "Fund") today announced that the Fund will make a cash distribution to the holders ("Class A Shareholders") of Class "A" shares ("Class A Shares") of the Fund in connection with the winding-up and dissolution of the Fund.

Dissolution

On October 1, 2013, the Fund obtained creditor protection under the Companies' Creditors Arrangement Act (Canada) (the "CCAA") pursuant to an initial order granted by the Ontario Superior Court of Justice (the "Court"). In this document, the Fund's proceedings under the CCAA are referred to as the "CCAA Proceedings". FTI Consulting Canada Inc. (the "Monitor") has been appointed by the Court as monitor for the CCAA Proceedings.

Since the commencement of the CCAA Proceedings, the Fund, in consultation with the Monitor and with the assistance of the Fund's investment advisor has been primarily engaged in the orderly disposition of the Fund's remaining venture assets and the settlement of the Fund's liabilities and obligations.

On April 22, 2026, the Fund obtained from the Court a Second Amended and Restated Discharge and Dissolution Order (the "Discharge Order") under the CCAA and the Canada Business Corporations Act. Among other things, the Discharge Order authorizes the Fund, in consultation with the Monitor and the Fund's investment advisor, to take such steps as the Fund determines are appropriate to effect an orderly liquidation of its investment portfolio and wind up the Fund. A copy of the Discharge Order is available on the website of the Monitor at: http://cfcanada.fticonsulting.com/GCFL/.

The Fund is currently in the process of completing its liquidation efforts, following which the Fund will terminate the CCAA Proceedings and wind up and dissolve the Fund (the "Dissolution") pursuant to the Canada Business Corporations Act.

Cash Distribution to Class A Shareholders

General

The Discharge Order authorizes the Fund to make distributions to Class A Shareholders out of the available cash and cash equivalents of the Fund, net of any amount due and owing to the Fund's creditors, the estimated costs to make the distribution and certain other amounts.

The Fund has determined that an aggregate of approximately $7,752,500 of cash is currently available for distribution to Class A Shareholders in connection with the Dissolution. Accordingly, the Fund has determined to make a cash distribution (the "Distribution") to Class A Shareholders ("Class A Eligible Shareholders") of record at the close of business on May 4, 2026 (the "Distribution Record Date") who have not been barred from receiving distributions pursuant to the Discharge Order. Class A Eligible Shareholders will share ratably in the aggregate distribution proceeds according to the net asset value ("NAV") of the applicable series of Class A Share, share for share, in the distribution proceeds as set out in the table below, less any amounts required to be deducted or withheld under any applicable law and subject to the terms of the Discharge Order. Any further distribution by the Fund to Class A Eligible Shareholders will be contingent on the outcome of the Fund's liquidation efforts and other factors, including the terms of the Discharge Order. The Fund cannot assure investors that any such further distribution will be made prior to the Dissolution or, if made, the amount of the distribution.

The amount of the per share Distribution to Class A Eligible Shareholders by series of Class A Shares will be as follows:

Cheques representing the distribution payable to Class A Eligible Shareholders are expected to be mailed to Class A Eligible Shareholders by the Fund's paying agent, Odyssey Trust Company ("Odyssey"), on or about May 22, 2026. Under the terms of the Discharge Order, the Fund will not be required to make any payment on account of a Distribution in an amount less than $5.00. If the amount to which a Class A Shareholder would be entitled in a Distribution is less than $5.00, then such payment will be forfeited and will be released to the Fund and form part of the Fund's cash.

If any cheque on account of a Distribution to a Class A Eligible Shareholder is returned as undeliverable (an "Undeliverable Distribution"), then neither the Fund nor the Monitor will be required to make further efforts to deliver such Distribution to such Class A Eligible Shareholder, unless and until the Fund and the Monitor are notified in writing by such Class A Eligible Shareholder of such Class A Eligible Shareholder's current address or provides written electronic transfer instructions acceptable to the Fund and the Monitor in their sole discretion, at which time all such Distribution will be made to such Class A Eligible Shareholder. The obligations of the Fund and the Monitor to a Class A Eligible Shareholder with respect to an Undeliverable Distribution will expire on the first business day that is six months following the date on which the Distribution is made, after which date any entitlement with respect to such Undeliverable Distribution and any further distributions pursuant to the Discharge Order will be forever released, discharged and barred, without any compensation therefor, subject to the terms of the Discharge Order. No interest will be payable in respect of an Undeliverable Distribution.

If any cheque on account of a Distribution to a Class A Eligible Shareholder is not cashed within six months after the date on which the Distribution is made (an "Uncashed Distribution"), such cheque may be canceled by the Fund, the Monitor or any other person facilitating payments of Distributions, as applicable. Upon cancellation of any such cheque, any entitlement with respect to such Distribution and any further distributions pursuant to the Discharge Order will be forever discharged and forever barred and the obligations of the Fund and Monitor with respect thereto will expire, without any compensation therefor, subject to the terms of the Discharge Order.

Any Class A Eligible Shareholder whose address on file with the Fund or its transfer agent on the Distribution Record Date is not a Canadian address will be treated as a non-resident of Canada for purposes of any applicable non-resident withholding tax on all payments hereunder, subject to receipt by the Fund of information satisfactory to it, in the Fund's sole discretion, that such Class A Eligible Shareholder is not a non-resident.

No gross-up or additional amount will be paid on any distribution by the Fund to the extent the Fund or any other person deducts or withholds amounts pursuant to any applicable law. Notwithstanding any withholding or deduction, each Class A Eligible Shareholder receiving a payment will have the sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental authority, including income and other tax obligations on account of such distribution.

In accordance with the terms of a further order of the Court obtained by the Fund on January 31, 2023, no distribution is payable in respect of the Class C shares of the Fund, all of which are held by the former manager of the Fund, upon the Dissolution.

Additional Information for Class A Shareholders Participating in the GrowthWorks-Matrix Retirement Savings Plan

Distributions in respect of Class A Shares held through the GrowthWorks–Matrix Retirement Savings Plan will not be made directly to plan participants. Instead, such distributions will be paid by the Fund to the applicable plan trustee on behalf of such participants. Payments received by the plan trustee will be administered in accordance with the terms of the applicable plan, and the Fund will not be issuing T4RSP tax slips to such participants in respect of such distributions.

The foregoing is intended to provide an update regarding matters related to the Dissolution and the Distribution to Class A Eligible Shareholders, and is not intended to constitute, nor should it be relied upon or construed as, tax advice. Class A Shareholders are strongly urged to consult their tax advisors as to the overall consequences of the distribution and their shareholdings, having regard to their particular circumstances.

In order to ensure that any further notice or distribution by the Fund to Class A Eligible Shareholders in connection with the Dissolution is properly given or made, Class A Eligible Shareholders are reminded to submit any changes in registration details since October 1, 2013 to the Fund by contacting the Monitor by phone or email at the details listed below. 

Additional Questions

Additional questions regarding the Dissolution may be directed to the Monitor via the following:

Email: growthworkscanadianfundltd@fticonsulting.com 

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 the Fund's ability to obtain or satisfy all necessary regulatory approvals and filings 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 Dissolution will not be completed as currently contemplated by the Fund; and those risks and uncertainties disclosed in the Fund's regulatory filings posted on SEDAR+ at www.sedarplus.ca. 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.