Canadian Warrants - Pathfinder Convertible Debenture Fund

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Pathfinder Convertible Debenture Fund

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Address: 100 King St W
Toronto ON M5X 1A6
Phone: 416 847 5338
Fax: 416 362 7925
Website: https://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.

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Warrant Terms

Expiration Date: The last day the warrants can be exercised. If warrants aren't going to be exercised then they must be sold the day before the expiry date. The longer the time to expiry the more valuable the warrants.

Leverage: A measure of how much you can increase your exposure to a share if you bought warrants instead of making a direct investment. It is the current share price divided by the current price of the warrant.

Intrinsic Value: The difference between the exercise price and the actual trading price of the common stock. Once the common has gone over the exercise price, the warrants are "In the Money."

Volatility: The higher the volatility rating, the higher the price of the warrant. Historical volatility is calculated by using the standard deviation of an underlying stock price over a specific period.

Time Value: The difference between the current warrant price and its intrinsic value. Interpreted as the consideration paid for the advantage the warrant buyer has over the direct investor.

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