TORONTO, Nov. 22, 2012 /CNW/ – Pathway Mining 2010-II Inc., general
partner of Pathway Mining 2010-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
(“Explorer Class Shares”) effective November 21, 2012, at a value of
$2.8401 per unit that was originally sold for $10.00.

An investment in limited partnership units (“Units”) of the Partnership
were exchanged on a tax-deferred basis for Explorer Series Fund
A/Rollover Series Class Shares (“Explorer Class Share/s”) with equal
value pursuant to an arrangement between the Partnership and the Mutual
Fund Corporation. The Limited Partners received 1.3116 Explorer Class
Shares of the Mutual Fund Corporation for each Unit held, based on a
net asset value per Unit of $2.8401 and a net asset value per share of
$2.1654 for each Explorer Class Share.

The Partnership had net assets of $9,656,215.48 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.

SOURCE PATHWAY MINING 2010-II INC.