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Marquest Asset Management Inc. announces Marquest 2016-II Mining Super Flow-Through Limited Partnership Rollover Transaction

Marquest Asset Management Inc. announces Marquest 2016-II Mining Super Flow-Through Limited Partnership Rollover Transaction

Toronto, Ontario, September 11, 2017. Marquest Asset Management Inc. (Marquest), the manager of the Marquest 2016-II Mining Super Flow-Through Limited Partnership (the Partnership), announces that it will be proceeding with a transaction (the Liquidity Transaction) pursuant to which the assets of the Partnership will be transferred on a tax-deferred basis to Marquest Mutual Funds Inc. (MMFI), an open end mutual fund corporation, in exchange for Series A/Rollover shares of Explorer Series Fund, a class of shares of MMFI. Explorer Series is a publicly offered mutual fund, as are the other classes of MMFI. MMFI is managed by Marquest, which is also the portfolio adviser to the Partnership. Information about Explorer Series and MMFI, such as the simplified prospectus, Fund Facts documents, annual information form and financial statements, is available at the Marquest website (www.marquest.ca) and also at www.sedar.com.

The effective date of the Liquidity Transaction (the Effective Date) is expected to be on or about November 10, 2017. As soon as reasonably possible following the Effective Date, the shares of Explorer Series that the Partnership will receive as consideration for the transfer of its assets will be distributed to the Limited Partners of the Partnership on a pro rata basis and thereafter the Partnership will be dissolved. There will be no fees or costs charged to Limited Partners as a result of the Liquidity Transaction. No costs associated with the Liquidity Transaction will be charged to MMFI. The Liquidity Transaction is being conducted in compliance with applicable securities regulations that govern such transactions and in accordance with the Limited Partnership Agreement governing the Partnership, as described in the Prospectus of the Partnership dated September 20, 2016.

It will be a condition of closing the Liquidity Transaction that it is approved by the General Partner of the Partnership and the Board of Directors of MMFI. It will also be a condition of closing that the Liquidity Transaction is approved by the Independent Review Committee for the Partnership and Explorer Series as a transaction that achieves a fair and reasonable result for each of the Partnership and Explorer Series. It is expected that these approvals will be obtained.

Following the Liquidity Transaction, Limited Partners will become shareholders in Explorer Series and the Partnership will be dissolved. A notice describing the Liquidity Transaction is being mailed to Limited Partners today.

How the Rollover Will Work

Limited Partners will receive, on a pro rata basis, Series A/Rollover shares of Explorer Series with a value equal to the value of the Limited Partnership Units of the Partnership (the Units) held at the Effective Date. The number of shares of Explorer Series that Limited Partners will receive will be equal to the number of Units they hold multiplied by the conversion ratio. The conversion ratio will be equivalent to the Net Asset Value of Units of the Partnership (less any performance bonus paid or payable to Marquest) divided by the Net Asset Value of the Series A/Rollover shares of Explorer Series determined at the close of business on the Effective Date. The ACB (adjusted cost base) for each Unit of the Partnership and each Series A/Rollover share of Explorer Series will be determined by the General Partner upon the wind-up of the Partnership. Once the Liquidity Transaction is completed, Limited Partners may indefinitely defer the capital gains tax liability that occurs at disposition of the investment by continuing to hold the Series A/Rollover shares of Explorer Series. Due to recent changes to Canadian tax laws, Limited Partners are no longer able to switch into another mutual fund class within the multi-class structure of MMFI on a tax-deferred basis. However, Limited Partners may sell their Explorer Series shares and invest in any other investment fund offered by Marquest.

Following the Liquidity Transaction, the Marquest website (www.marquest.ca) will provide additional information, as it becomes available, on the rollover net asset value, exchange ratio, and adjusted cost base (ACB) of the Units. The Partnership will also issue a press release once the Liquidity Transaction has been completed and the conversion ratio has been determined. Completion of the Liquidity Transaction is subject to the usual closing conditions. Investors should consult with their investment advisor and/or tax advisor for all tax-related matters. Information about MMFI, including Explorer Series, is available in its Fund Facts documents, simplified prospectus, annual information form, management reports of fund performance and financial statements. You can obtain a copy of these documents at your request and at no cost by contacting Marquest toll free at: 1-877-777-1541, by e-mailing clientservices@marquest.ca , by downloading from www.marquest.ca or www.sedar.com or from your financial advisor.

Marquest Asset Management Inc. is a Canadian investment management firm based in Toronto.
For further information, please contact:
Marquest Asset Management Inc.
Client Services
Attention: Alexie Pincay
161 Bay Street, Suite 4420
Toronto, Ontario Toll
Free: 1-877-777-1541 Email: clientservices@marquest.ca


Certain information set forth in this press release, including a discussion of the timing and completion of the Liquidity Transaction, is considered forward-looking information that involves substantial known and unknown risks. Actual results could differ from those expressed in or implied by this forward-looking information and there is no assurance that the Liquidity Transaction will be completed. Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Please read the prospectus before investing. Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated.

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