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Warrants
Address: 100 King St W
Toronto ON M5X 1A6
Phone: 416 847 5338
Fax: 416 362 7925
Website:
http://www.middlefield.com
Warrant Symbol - PCD.WT
Number Trading - 6,220,000
Expiration Date - November 30,
2010
Cusip - 70320R 11 4
Exercise Price - $12.00
Warrants called to trade news
Pathfinder Convertible
Debenture Fund To Trade On
Toronto Stock Exchange
December 8, 2009
Pathfinder Convertible Debenture
Fund (the "Fund") - Further to
Toronto Stock Exchange Bulletin
#2009-1533, dated November 18,
2009, which describes an initial
public offering of the Combined
Units of the Fund, the trust
units ("Units") and unit
purchase warrants ("Warrants")
comprising the Combined Units
will trade separately commencing
at the opening on Thursday,
December 10, 2009, at which time
the Combined Units (Symbol:
PCD.A) will be halted and
delisted at the close of
business that day.
Under the trading information
set out below, (i) 12,740,000
Units will be listed, of which
6,220,000 Units will be issued
and outstanding and 6,520,000
Units will be reserved for
issuance; and (ii) 6,220,000
Warrants will be listed, all of
which will be issued and
outstanding.
Trust Units
Stock Symbol: "PCD.UN"
CUSIP: 70320R 10 6
Trading Currency: CDN$
Warrants
Stock Symbol: "PCD.WT"
CUSIP: 70320R 11 4
Trading Currency: CDN$
Temporary Market Maker:
Desjardins Securities Inc.
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Registration of interests in and
transfers of the Units will be
made primarily through the
book-based system administered
by CDS Clearing and Depository
Services Inc. ("CDS"), although
the Manager may, in its sole
discretion and upon the request
of a Unitholder and subject to
the satisfaction of such
conditions as the Manager
determines appropriate, issue
certificates representing the
Units held by such Unitholder
registered in the name of the
Unitholder. Units that are held
through CDS only may be
purchased, transferred and
surrendered for redemption
through a participant in the CDS
Participant. All rights of
Unitholders must be exercised
through, and all payments or
other property to which such
Unitholder is entitled will be
made or delivered by, CDS or the
CDS Participant through which
the Unitholder holds such Units.
The Fund expects that one or
more global warrant certificates
representing such Warrants will
be issued in registered form to
CDS and will be deposited with
CDS on or about the date of
separation of the Combined
Units. It is anticipated by the
Fund that each such purchaser of
a Warrant will receive a
customer confirmation of
issuance or purchase, as
applicable, from the CDS
Participant through which such
Warrant is issued in accordance
with the practices and policies
of such CDS Participant. CDS
will be responsible for
establishing and maintaining
book-entry accounts for its
participants holding Warrants.
Additional information on the
Trust Units and the Warrants can
be found in the Fund's
prospectus dated October 28,
2009, which is available at
www.SEDAR.com. Capitalized terms
not otherwise defined herein are
as defined in the prospectus.
Warrants: Each Warrant entitles
the holder to purchase one Unit
at a subscription price of
$12.00 on or before 5:00 p.m.
(Toronto time) on November 30,
2010 (the "Expiry Time").
Warrants not exercised by the
Expiry Time will be void and of
no value.
The Warrants are governed by the
terms of a Warrant Agency
Agreement dated as of November
20, 2009 between the Fund,
Middlefield Fund Management
Limited and MFL Management
Limited. Within 30 days of the
exercise of a Warrant, $0.18 per
Warrant will be payable by the
Fund to the broker whose client
has properly exercised the
Warrant and $0.12 per Warrant
will be payable by the Fund to
the Agents.