MineralFields 2004 Flow-Through Limited Partnership

MineralFields 2004 Flow-Through Limited Partnership
MineralFields/Energy Fields Multi Series Fund Inc.

August 14, 2006 13:31 ET

MineralFields 2004 Flow-Through Limited Partnership and MineralFields/EnergyFields Multi Series Fund Inc.: Rollover of Assets Completed

TORONTO, ONTARIO--(CCNMatthews - Aug. 14, 2006) - Toronto-based MineralFields 2004 Inc., general partner of MineralFields 2004 Flow-Through Limited Partnership (the "Partnership") and MineralFields/Energy Fields Multi Series Fund Inc. (the "Mutual Fund Corporation") announce that the Partnership has completed the transfer and sale (the "Rollover Transaction") of all its assets (excluding cash) on a tax-deferred basis to the Mutual Fund Corporation, a mutual fund corporation, in exchange for shares of the Mutual Fund Corporation of the series designated as Explorer Series shares ("Explorer Series Shares") effective April 28, 2006.

The Rollover Transaction was approved by the required majority of limited partners of the Partnership (the "Limited Partners") at a special meeting of the Partnership held on March 17, 2006.

An investment in limited partnership units ("Units") of the Partnership were exchanged on a tax-deferred basis for Explorer Series Shares with equal value pursuant to an asset purchase agreement dated April 28, 2006 between the Partnership and the Mutual Fund Corporation. The Limited Partners received 0.476 Explorer Series Shares of the Mutual Fund Corporation for each Unit held, based on a net asset value of $1,345,996 of the Partnership and a net asset value per share of $14.84 for each Explorer Series Share.

The Partnership had net assets of $1,345,996 at the time of the transfer. The Partnership's original subscription price in 2004 was $10.00 per Unit resulting in an after tax total return on money at risk of approximately 46.7%. The capital gains tax liability that would arise upon disposition can be deferred by retaining the shares of the Mutual Fund Corporation.

As at April 28, 2006, following the Rollover Transaction, the Mutual Fund Corporation had net assets of approximately $10.3 million. As at August 4, 2006, the Mutual Fund Corporation had net assets of approximately $25.2 million (allocated between the Explorer Series Shares and the Energy Series Shares of the Mutual Fund Corporation).

The Mineralfields group establishes resource flow-through limited partnerships. The Mutual Fund Corporation was established in part to enable resource flow-through limited partnerships from the Mineralfields group effect rollover transactions into the Mutual Fund Corporation.

Visit the Mineralfields group website at www.mineralfields.com or the SEDAR website at www.sedar.com, and view the documents of the Mutual Fund Corporation.

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