Pathway Asset Management

Pathway Asset Management
Pathway Quebec Mining 2009-II Inc.

Pathway Quebec Mining 2009-II Flow-Through Limited Partnership

Pathway Multi Series Fund Inc.

February 15, 2011 12:52 ET

Pathway Quebec Mining 2009-II Flow-Through Limited Partnership: Rollover of Assets Completed

TORONTO, ONTARIO--(Marketwire - Feb. 15, 2011) - Pathway Quebec Mining 2009-II Inc., general partner of Pathway Quebec Mining 2009-II Flow-Through Limited Partnership (the "Partnership"), and Pathway 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 in exchange for shares of the Mutual Fund Corporation of the series designated as Mutual Fund Shares, Explorer Series, A/Rollover Series ("Mining Class Shares") effective February 9, 2011, at a value of $9.7971 per unit that was originally sold for $10.00 -- 8 months ahead of scheduleThis is the fifth year in a row in which Pathway has rolled over a prospectus offering ahead of schedule, which is unprecedented in the flow-through limited partnership industry.

Both Pathway Mining 2011 Flow-Through Limited Partnership and Pathway Québec Mining 2011 Flow-Through Limited Partnership have recently filed final prospectuses to help investors for a limited time to take advantage of the 100 % CEE tax deduction and federal 15 % mining exploration tax credit. The federal 15 % mining exploration tax credit is set to expire soon on March 31, 2011.

Pathway Group's first offering – Pathway Mining 2005 Flow-Through Limited Partnership – which closed in late 2005, was dissolved 20 months ahead of schedule, on May 8, 2006, and rolled over into an RRSP-eligible mutual fund corporation (Pathway Multi Series Fund Inc.) to provide investors with early liquidity on a tax-deferred basis. At early dissolution, each $10 unit was worth $19.90. Pathway Group's second offering – Pathway Mining 2006 Flow-Through Limited Partnership – was also dissolved and rolled over 16 months ahead of schedule @ $11.19 per $10.00 unit. Pathway Group's third offering – Pathway Mining 2006-II Flow-Through Limited Partnership – was also dissolved and rolled over 7 ½ months ahead of schedule @ $10.09 per $10.00 unit. Pathway Québec Mining 2008-II Flow-Through Limited Partnership – was dissolved and rolled over 19 months ahead of schedule @ $12.25 per $10.00 unit. Pathway Québec Mining 2008 Flow-Through Limited Partnership was dissolved and rolled over 2 months ahead of schedule on January 25, 2010 @ $10.49 per $10.00 unit, and on March 11, 2010, Pathway Mining 2008-II Flow-Through Limited Partnership was dissolved and rolled over ahead of schedule on @ $10.36 per $10.00 unit. Pathway Mining 2009 Flow-Through Limited Partnership was dissolved and rolled over 12 months ahead of schedule on April 26, 2010 @ $13.33 per $10.00 unit. Pathway Mining 2009-II Flow-Through Limited Partnership was dissolved and rolled over 8 months ahead of schedule on November 10, 2010 @ $10.39 per $10.00 unit. And most recently, on January 31, 2011, Pathway Mining 2010 Flow-Through Limited Partnership was dissolved and rolled over 15 months ahead of schedule @ $14.0573 per $10.00 unit.

An investment in limited partnership units ("Units") of the Partnership were exchanged on a tax–deferred basis for Mining Class Shares with equal value pursuant to an asset purchase agreement dated February 9, 2011 between the Partnership and the Mutual Fund Corporation. The Limited Partners received 1.3311 Mining Class Shares of the Mutual Fund Corporation for each Unit held, based on a net asset value per Unit of $9.7971 and a net asset value per share of $7.3599 for each Mining Class Share.

The Partnership had net assets of $11,266,665 at the time of the transfer. The capital gains tax liability that would arise upon disposition can be deferred by retaining the shares of the Mutual Fund Corporation.

Pathway Asset Management and its affiliates have raised $953,206,060 in their flow-through limited partnerships to date since their inception – almost a billion dollars.

Pathway is a diversified financial products and asset management company headquartered in Toronto, with offices in Montreal, Vancouver and Calgary. Pathway mutual funds are distributed through licensed financial advisors and investment dealers.

Information on the Partnership or mutual fund can be obtained by visiting the website www.pathwayam.com or by contacting the General Partner by e-mail at jd@mineralfields.com, by telephone at (416) 665-9339 ext 221, toll-free at 1 (800) 339-9169 ext 221, or by facsimile at (416) 665-9331.

Contact Information

  • Pathway Asset Management
    Imtiaz Hashmani
    CFO
    (416) 665-9339 Ext. 229 or Toll Free 1-800-339-9169 Ext. 229
    (416) 665-4772 (FAX)
    www.pathwayam.com