GrowthWorks' "Two Horse Race" Process for VenGrowth Funds Remains Intact

TORONTO, ONTARIO--(Marketwire - June 10, 2011) - GrowthWorks Canadian Fund Ltd. ("GrowthWorks" or "GW") responded today to the decision of the Ontario Securities Commission (the "OSC Decision") about the Support Agreements received in respect of GrowthWorks' proposal to merge with the VenGrowth Funds (the "GrowthWorks Proposal").

GrowthWorks will proceed as contemplated by the OSC Decision and wishes to reassure VenGrowth Fund Class A shareholders ("VenGrowth Shareholders") that the decision does not put an end to GrowthWorks' "two horse race" process designed to let VenGrowth Shareholders choose between the VenGrowth Board-backed proposal and the GrowthWorks Proposal. Based on an initial review of the merger proposal presented by Covington Fund II Inc. and announced May 31, 2011 (the "Second Covington Proposal"), GrowthWorks expects to be in a position to bring forward a superior proposal for VenGrowth Shareholders. If it does so, it expects to solicit proxies on a meeting by meeting basis as contemplated by the OSC Decision. An announcement with respect to a new GW proposal is expected to be made within the next week.

"The VenGrowth/Covington transaction is not a done deal by any means," stated David Levi, CEO of GrowthWorks. "We just have a change in the process. We sincerely thank all of the Investment Advisors and their clients for their overwhelming support shown for our process to date. We look forward to providing a further update to advisors and clients to expedite this new process and to achieving closure for VG shareholders."

GrowthWorks has received over 10,900 Support Agreements. The Support Agreements were aimed at generating an economy of steps toward a goal of securing the best deal available for VenGrowth Class A shareholders. GrowthWorks' objective throughout has been to provide VenGrowth Class A shareholders with a choice as to what deal is best for them.

The attached chart summarizes the approval process that the Support Agreements were designed to achieve and the modified approval process that GrowthWorks expects will now be followed if GrowthWorks proceeds with an alternative proposal. As was always contemplated under GrowthWorks' "two horse race" process, GrowthWorks will look to better the proposal backed by the VenGrowth Board.

In accordance with the OSC Decision, GrowthWorks renounces any right to rely on the Support Agreement powers to exercise voting rights on behalf of VenGrowth Shareholders who signed and returned Support Agreements and in doing so ceases to have any right, power or authority under the Support Agreements to vote, on any matter, the Class A shares of the VenGrowth Funds that are or may become subject to Support Agreements. However, as contemplated in the OSC Decision, GrowthWorks may fully rely on the Support Agreements to requisition meetings of VenGrowth Shareholders and GrowthWorks may solicit proxies for use at any meeting of VenGrowth Shareholders, including the meetings called for August 11, 2011 to consider and vote on the Second Covington Proposal and at any meetings requisitioned to consider an updated GrowthWorks merger proposal.

To view the supplementary document, visit the following link: http://media3.marketwire.com/docs/GrowthWorks_TwoHorseRace.pdf

THIS PRESS RELEASE DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR OR AGAINST ANY PROPOSED OR POTENTIAL TRANSACTION OR IN RESPECT OF ANY MEETING OF SHAREHOLDERS. ANY SUCH SOLICITATION BY GROWTHWORKS WILL ONLY BE MADE IN ACCORDANCE WITH APPLICABLE LAWS. There can be no assurance that GrowthWorks will deliver an alternative merger proposal that is superior to the Second Covington Proposal or, if it does, that the alternative merger proposal will be completed on the basis proposed or at all. Any alternative merger proposal will be subject to conditions similar to those outlined in the GrowthWorks Proposal, including the need to secure shareholder and regulatory approvals for the merger. Commissions, trailing commissions, management fees and expenses all may be associated with investment fund purchases. Investment funds are not guaranteed, their values change frequently and past performance may not be repeated.