Proposed extension of the term of Pathfinder Convertible Debenture Fund

CALGARY, April 3, 2014 /CNW/ - Middlefield Group, on behalf of Pathfinder Convertible Debenture Fund ("Pathfinder" or the "Fund"), is pleased to announce that a special meeting of the holders ("Unitholders") of units of the Fund has been scheduled on May 15, 2014, starting at 10:00 a.m. (Toronto time) at the offices of Fasken Martineau DuMoulin LLP, Suite 2400, Bay Adelaide Centre, 333 Bay Street, Toronto, ON, M5H 2T6.

The primary purpose of the meeting is to seek Unitholder approval for certain amendments to the declaration of trust governing the affairs of Pathfinder to enable Unitholders to maintain their investment in the Fund beyond its scheduled termination date of November 28, 2014.  In addition, certain amendments to the declaration of trust will be proposed to address the recent change in the Canada Revenue Agency's interpretation of the Income Tax Act (Canada) in respect of forward purchase and sale agreements.  If approved, these amendments will simplify the structure of the Fund by enabling it to invest directly in a portfolio of convertible debenture securities following the termination of its current forward purchase and sale agreement that is expected to occur later this year.  This, in turn, is expected to benefit Unitholders by way of general and administrative cost savings due to the elimination of the underlying fund associated with the forward agreement.

Since inception, Pathfinder has met its investment objectives, including providing Unitholders with cumulative monthly distributions of over $3.30 per unit as well as a total annualized return of 7.0% as at March 31, 2014.  The amendments for which Unitholder approval is sought at the upcoming meeting will permit Unitholders to continue their investment in the Fund.  Unitholders who do not wish to maintain their investment in the Fund beyond its scheduled termination date will have the opportunity to redeem their units pursuant to the Fund's annual redemption right on May 31, 2014.  To this end, the deadline for Unitholders to elect to participate in the May 31, 2014 redemption has been extended from April 15, 2014 to May 2, 2014 at 4:00 p.m. Toronto time.  Surrendered units will be redeemed in accordance with the Fund's declaration of trust.

Details regarding the proposed amendments to the Fund's declaration of trust will be contained in an Information Circular which will be mailed to Unitholders later this month.  The record date for the special meeting is April 15, 2014.  After considering the Information Circular and related meeting materials, Unitholders are encouraged to complete and return their proxy forms in order that their units can be voted at the meeting.  The board of directors of the manager of the Fund has determined that the proposed changes are in the best interests of the Fund and, accordingly, recommends that Unitholders vote in favour of implementing the proposed amendments.

Pathfinder trades on the Toronto Stock Exchange under the symbol "PCD.UN".

Certain statements in this press release may be viewed as forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, intentions, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "is expected", "anticipates", "plans", "estimates" or "intends" (or negative or grammatical variations thereof), or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Statements which may constitute forward-looking statements relate to, among other things, the expected benefits of extending the life of the Fund and the termination of the forward purchase and sale agreement.  Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements including as a result of changes in the general economic and political environment, changes in applicable legislation, and the performance of the Fund. There are no assurances the Fund will achieve the results contemplated by such forward-looking statements and the Fund does not undertake any obligation to update such statements. Such forward-looking statements are only predictions; actual events or results may differ materially as a result of risks facing the Fund, some of which are beyond the control of the Fund.

SOURCE: Pathfinder Convertible Debenture Fund

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