TMXgroup

November 18, 2009

Pathfinder Convertible Debenture Fund (the "Fund") - An application has been granted for the original listing in the Industrial category of up to 11,979,167 combined units (the "Combined Units") of the Fund, of which up to 10,416,667 Combined Units will be issued and outstanding, and up to 1,562,500 Combined Units will be reserved for issuance upon completion of an initial public offering (the "Offering").

Listing of the Combined Units will become effective at 5:01 p.m. on Thursday, November 19, 2009, in anticipation of the Offering closing on Friday, November 20, 2009. The Combined Units will be posted for trading at the opening on November 20, 2009.

Each Combined Unit consists of one Trust Unit of the Fund and one unit purchase Warrant ("Warrant"). The Trust Units and Warrants comprising the Combined Units will separate immediately following the earlier of the closing of the final exercise of the Over-Allotment Option [as defined in the Fund's final prospectus dated October 28, 2009 (the "Prospectus")] or 30 days after the closing of the Offering, and may be transferred separately thereafter. Each Warrant entitles the holder to purchase one Trust Unit at a subscription price of $12.00 on or before 5:00 p.m. (Toronto time) on November 30, 2010.

Upon separation of the Combined Units, the Trust Units and the Warrants will be listed on the Toronto Stock Exchange. A further bulletin will be issued confirming the separation date of the Combined Units and the trading information of the Trust Units and Warrants.

Book-based certificates representing the Combined Units will be issued in registered form to CDS Clearing and Depository Services Inc. ("CDS") or its nominee and will be deposited with CDS on the date of the closing of the Offering, although the Fund may, in its sole discretion and upon the request of a holder of Combined Units, issue one or more certificates registered in the name of such holder, in which case any such certificates are expected to be available for delivery within two weeks following the closing of the Offering. A purchaser of Combined Units will receive a customer confirmation from the registered dealer from or through whom the Combined Units are purchased.

Additional information on the Combined Units, Trust Units and Warrants can be found in the Fund's Prospectus, which is available at www.SEDAR.com. Capitalized terms not otherwise defined are as defined in the Prospectus.

Stock Symbol: "PCD.A"
CUSIP: 70320R 20 5
Trading Currency: CDN$

Temporary Market Maker: Desjardins Securities Inc.

Other Markets: None

Head Office Address: 1 First Canadian Place
100 King Street West
58th Floor
Toronto, ON
M5X 1A6

Telephone Number: (416) 847-5338

Fax Number: (416) 362-7925

Email Address: invest@middlefield.com

Website Address: www.middlefield.com

Investor Relations: W. Garth Jestley
Chief Executive Officer
gjestley@middlefield.com

Sylvia V. Stinson
Chief Financial Officer
sstinson@middlefield.com

Trustee and Manager: Middlefield Fund Management Limited

Chief Financial Officer: Sylvia V. Stinson

Secretary-Treasurer: Angela V. Wanniappa

Incorporation: The Fund is an investment trust governed by the laws of the Province of Alberta pursuant to a declaration of trust dated October 28, 2009.

Fiscal Year End: December 31

Nature of Business: The Fund will obtain exposure to a diversified portfolio comprised primarily of convertible debentures of Canadian issuers. The return to the Unitholders and the Fund will be determined by reference to the return on the Portfolio (or a notional portfolio) of securities which will be maintained by the Advisor in the event that the Counterparty or an affiliate thereof does not acquire units of the Underlying Fund with an initial principal amount equal to the net proceeds of the Offering by virtue of one or more forward purchase and sale agreements with a Canadian chartered bank or any one of its affiliates whose obligations are guaranteed by the Canadian chartered bank.

Transfer Agent & Registrar: MFL Management Limited at its principal office in Toronto.

Distributions: The Fund intends to provide Unitholders with monthly cash distributions on a tax-advantaged basis, initially targeted to be $0.065 per Unit per month, representing a yield of 6.5% per annum on the original issue price of a Unit, or approximately 9.3% per annum on a pre-tax income equivalent basis, assuming Unitholders are subject to a 46.4% marginal tax rate. Such distributions will be payable to Unitholders of record on the last day of each month and will be paid on or before the last business day of the first month following each such month. The initial distribution is expected to be declared payable to Unitholders of record on December 31, 2009 and will reflect the period from the closing of the Offering to December 31, 2009. Commencing in November, 2010, the Fund will determine and announce at least annually the distribution amount for the following twelve months, based on the Manager's estimate of distributable cash flow. The amount of monthly distributions may fluctuate from month to month and there can be no assurance that the Fund will make any distributions in any particular month or months.

Initial Public Offering: Pursuant to the terms of the Prospectus, a maximum of 10,416,667 Combined Units at a price of $12.00 per Combined Unit are being offered to the public by CIBC World Markets Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., Canaccord Capital Corporation, GMP Securities L.P., HSBC Securities (Canada) Inc., Manulife Securities Incorporated, Middlefield Capital Corporation, Raymond James Ltd., Blackmont Capital Inc., Dundee Securities Corporation and Wellington West Capital Markets Inc. as agents.