Limited Partnership Agreement Ontario

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Limited Partnership Agreement Ontario Powered By Docstoc
					Important Subscription Information
                                                                         ade
Investment in Terra 2010 Mining & Energy Flow-Through LP may be ma through FundSERV or by direct purchase. To subscribe for
                                                                         tor
partnership units, the investor must qualify as: (1) an accredited invest (a requirement for all Ontario residents and available to qualified
                                                                         only to investors outside Ontario); and (3) invest a minimum of $10,000.
investors in all other provinces) OR (2) an eligible investor (available o
An individual qualifies as an accredited or eligible investor by meeting an income or asset test (see page 5 for accredited investors & page 6 for
eligible investors).
                                                                      03-1544 within 2 business days of a trade and send originals within
Email or fax the subscription agreement to info@terrafunds.ca or 416-20
five business days to: Terra Fund Management Ltd. 207 – 517 Wellington St. West, Toronto, ON M5V 1G1
Dealer inquires: All dealer inquiries regarding FundSERV placement or settlement of trades should contact SGGG Fund Services
                                                                     @sgggfsi.com
Inc. at 416-967-0038, ext 336 or 1-888-967-0038, ext 336, or dstephen@




                                           W
             TERRA 2010 MINING & ENERGY FLOW-THROUGH LIMITED PARTNERSHIP
                       TERRA                                                       The Subscriber, on his or her own behalf and on behalf of any
              FLOW-THROUGH INVESTMENTS                                             Disclosed Principal agrees to be bound by the terms and conditions
                                                                                   set forth in the attached “Terms and Conditions of Subscription for
         TERRA 2010 MINING & ENERGY FLOW-THROUGH                                   Units” including without limitation the representations, warranties and
                    LIMITED PARTNERSHIP                                            covenants set forth and the applicable appendices, schedules and
   SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY FORM                               certificates attached thereto. The Subscriber further agrees, without
                                                                                   limitation,
                                                                                   limitation that the Partnership and the Agents may rely (without
TO:       Terra 2010 Mining & Energy Flow-Through Limited Partnership
                                                                                   independent investigation) upon the Subscriberʼs representations,
                                                                                   warranties and covenants contained in such documents.
AND TO: Terra GP Management Ltd. (the “General Partner”)
                                                                                   A Subscriber must return a completed and signed Subscription
AND TO: Linden Mills Investments Inc. (“Linden Mills”) and such                    Agreement, together with the Subscription Price by way of (i) a
        other qualified dealers appointed by Linden Mills (collectively,            cheque in the amount of $100 per Unit payable to “Terra 2010 Mining
        the “Agents”)                                                              & Energy Flow-Through Limited Partnership”, (ii) a wire transfer of
                                                                                   funds, (iii) bank draft, or (iv) through the investment fund order system,
The undersigned ____________________________________________                       FundSERV.
(the “Subscriber”) hereby acknowledges receipt of an offering
memorandum dated July 12, 2010 (the “Offering Memorandum”) relating                Purchase Amount: Terra 2010 Mining & Energy LP Units
to an offering by Terra 2010 Mining & Energy Flow-Through Limited
                                                                                   Minimum investment of 100 Units; thereafter multiples of 10 Units
Partnership (“Terra Mining & Energy LP”) by private placement of its
limited partnership units. Terra Mining & Energy LP (the “Partnership”) is a
limited partnership established under the laws of the Province of Ontario.
The Subscriber acknowledges that the herein subscription is not binding on                       Class A Units x $100 per Unit = $____________
the Partnership until accepted, in whole or in part, by the General Partner,
on behalf of the Partnership, in its sole discretion.

                                                                                                 Class F Units x $100 per Unit = $____________
The Subscriber hereby irrevocably subscribes for and agrees to purchase
from Terra Mining & Energy LP that number of Class A Units and Class F
                                                                                   Direct Orders: Submit cheque payable to:
Units ( the “Purchased Units”) set out below to be issued at an aggregate
                                                                                                                             P
                                                                                   “Terra 2010 Mining & Energy Flow-Through LP”
price of $100 per Unit (the “Subscription Price”). The Purchased Units
form part of a larger offering of an aggregate of up to 300,000 Units by the                                                 nd
                                                                                   FundSERV Orders: Place order in Mutual Fun Order System
Partnership (the “Offering”) to be issued and sold by the Partnership on a         using the following FundSERV codes:
private placement basis in reliance on applicable prospectus exemptions in         TER 310 - Class A Units                   Class F Units
                                                                                                                   TER 410 - C
all provinces and territories of Canada.


            E
 TO BE COMPLETED BY TERRA 2010 MINING & ENERGY FLOW-THROUGH LIMITED PARTNERSHIP ONLY

                                                                                                                   rms and Conditions of Subscription
 The Partnership accepts the subscription on the terms and conditions of this Agreement, including the attached “Ter
                   e
 for Units”, for the following number of Class A Units: ______________ or Class F Units: ______________

            MINING & ENERGY FLOW-THROUGH LIMITED PARTNERSHIP, by its General Partner,
 TERRA 2010 M
 TERRA GP MAANAGEMENT LTD.


 By:              _______________________________________________________

                  Authorized Signing Officer

                                                                               1
                                                                                                                       U     PTIO  ND       BER          ON  RM
                                                                                                                      SUBSCRIP ON AN SUBSCRIBER INFORMATIO FOR
                                                                                                                       Sections 1 to 4:                 R            All
                                                                                                                                                        Required for A Subscribers i         g
                                                                                                                                                                                     including Dealer section, if applicable.
                                                                                                                       Sections 5 to 15:                R        for ubscribers who purchase Direct or through an MFDA or EMD dealer.
                                                                                                                                                        Required f Su               p        e         r
                                                                                              E     O M         e                    e    r              s
                                                                   1. ALL INVESTORS - SUBSCRIBER INFORMATION – Sections 1 – 4 (Required for all Purchasers)
                                                                   Last Name / Corporate Name:                                     Initia
                                                                                                                      First Name & I al:                               r                  Y
                                                                                                                                                                     Birth date Day/Month/Year:                           SIN or/ BIN- Corporate:

                                                                   Address:                                                                                           o               m
                                                                                                                                                                     Home Telephone Number:                                u
                                                                                                                                                                                                                          Business Telephone Number:

                                                                   City:                                                 v
                                                                                                                      Province:            Postal C e:
                                                                                                                                                  Code                m
                                                                                                                                                                     Email Address:                                        a
                                                                                                                                                                                                                          Fax Number:


                                                                                            E     N T
                                                                   2. SUBSCRIBER OR AUTHORIZED SIGNATURE                                           3. WITNESS INFORMATION (Witness cannot be Subscriberʼs spouse or partner)
                                                                                                                                                                F              e      n        b    b r
                                                                                                                                                      n       e
                                                                                                                                                   Witness Name:                                                    au
                                                                                                                                                                                                        Witness Signature:
All Purchasers




                                                                                                                                                                                                        X
                                                                   X___________________________________________________
                                                                    ___________________________    _______ _
                                                                                                   _       ____
                                                                                                           _ _________ _ _ ______
                                                                                                                         ___
                                                                                                   d                        cable) Witness Address:
                                                                   Investor Signature (or Authorized Signing Officer if applic         n        e


                                                                   Date:                                           ___
                                                                                                              , 201_ _
                                                                                                             r        r    r            D
                                                                   If the Subscriber is signing as agent or trustee for a principal (a “Disclosed Principal”) and is not purchasing as trustee or agent for accounts fully managed by it, complete the following:
                                                                                                                                                         a            o     c                            o                   n

                                                                   Name of Principal:                                                                                 i c
                                                                                                                                                                    Principalʼs Address:

                                                                                               p       )
                                                                   4. DEALER INFORMATION (if applicable):
                                                                   Dealer Name:                                                                      e
                                                                                                                                           Dealer Code:                    d
                                                                                                                                                                          Address:


                                                                   Advisorʼs Name:                                                               r    o
                                                                                                                                           Advisorʼs Code:                 d
                                                                                                                                                                          Advisor Telephone:                            s r
                                                                                                                                                                                                                    Advisor Email:


                                                                   Wholesaler Name (if applicable):

                                                                                                  C         E S                O M            E      c              N t
                                                                   5. FOR MFDA, EMD DEALERS & DIRECT PURCHASERS: ADDITIONAL INFORMATION REQUIRED – Sections 5 - 15 (Not required for IIROC)

                                                                   For Individuals:

      
          Driver Licen 
 

                                                                                                           rʼs   nse                 P sport

                                                                                                                                     Pass               Birth Certifi te
 

                                                                                                                                                        B          fica                      anent Res
                                                                                                                                                                                        Perma                 d
                                                                                                                                                                                                    sident Card
Purchases through MFDA, EMD or Direct ( Not required for IIROC )




                                                                   For Corporations & Other
 
              Corpora Resolution or similar do ment

                                                                                                                  ate R        o           ocum                 
     
      
                        d:_______
                                                                                                                                                                                     Corporate Year End       _________
                                                                                                                                                                                                                   _ _
                                                                   Form of Client Identification Required by Can                    ti-m
                                                                                                                        nadian Ant money Laund                        ati
                                                                                                                                                     dering Legisla on:
                                                                                                                        e          heir
                                                                   Individual Subscribers must attach a copy of one of either th birth ce    ertifica driverʼs lice se, passport, recor of landing or perm
                                                                                                                                                     ate,             ens                  rd                          nt esident card. Corporate
                                                                                                                                                                                                                 manen re
                                                                   Subscribers must attach a copy of eac of (i) their constating doc
                                                                                                            ch                         cuments, (ii) a list of curre t directors of the corporation, and (iii) a cu
                                                                                                                                                                   ent                               a                 t ertificate of status showing the
                                                                                                                                                                                                                  urrent ce
                                                                   corporation is validly subsisting. Partnnerships, trust and othe un
                                                                                                                         ts                  orated Subscriber m st attach a copy of (i) their constating docum nts and (ii) a certificate of
                                                                                                                                   er nincorpo       d             rs mu                    f        c            d    men
                                                                                                           ailable. Any S
                                                                   registration with a public record, if ava            Subscriber m be requ
                                                                                                                                   may       uired to provide s h other information as request by the Gener Partner.
                                                                                                                                                      t           suc o                              ted          G     ral
                                                                   6. SUBSCRIBERʼS EMPLOYER
                                                                   Name of Employer:                                                                                       y
                                                                                                                                                                          Type of Business:

                                                                   Address:                                                                                               Subscriberʼs Occupation:
                                                                                                                                                                           u

                                                                   7. FAMILY INFORMATION
                                                                   Spouseʼs Name:                                                             f
                                                                                                                                      Number of                            p               o
                                                                                                                                                                          Spouseʼs Occupation:
                                                                                                                                      Dependents:
                                                                                              l
                                                                   8. TRADING INFORMATION - Will any other person or persons:
                                                                                                       n
                                                                   (A) Have any trading authorization in this account?
                                                                                                                c n                  Yes         No                          yes                      c
                                                                                                                                                                          If y provide particulars, including name and t
                                                                                                                                                                                                                m n title:

                                                                   (B) Have a financial interest in this account?
                                                                                                         c                           Yes         No                          yes                      c         m n title:
                                                                                                                                                                          If y provide particulars, including name and t

                                                                                                G          S M    OBJE
                                                                   9. GENERAL INVESTMENT KNOWLEDGE 10. INVESTMENT O ECTIVES                                                                  I
                                                                                                                                                                            11. GROWTH OBJECTIVES                            12. RISK TOLERANCE

                                                                   Extensive                                                       Tax Savings
                                                                                                                          Growth / T S        s                             Short Term    (< 2 years)                        High (e.g. flow-through)
                                                                   Average / Moderate                                               t M
                                                                                                                          (Rollover to Mutual Fund)                         Medium Term (> 2 years)                          Medium
                                                                   None*                                                           gs
                                                                                                                          Tax Saving                                        Longer Term (> 5 years)                          Low * (e.g. bonds)
                                                                   *(Risk Acknowledgement Form required)                                                                                                                     *(Risk Acknowledgement Form)
                                                                                             M
                                                                   13. INDIVIDUAL ANNUAL INCOME                                   S H        WORTH – Please select only one
                                                                                                                           14. HOUSEHOLD NET W          a
                                                                   Under CAD $200,000                                             D             of
                                                                                                                          Under CAD $1,000,000 (o net financ l as
                                                                                                                                                          cial ssets only)                           CAD $5,000
                                                                                                                                                                                               Under C                f
                                                                                                                                                                                                              0,000 (of net total assets)
                                                                   Over CAD $200,000                                             D                          al ass
                                                                                                                          Over CAD $1,000,000 (of net financia a sets only)                           AD       000 of net
                                                                                                                                                                                               Over CA $5,000,0 (o n total assets)
                                                                                              s       e            Anti    y u           e    a
                                                                   15. BANKING INFORMATION - As required under the A i-Money Laundering Legislation
                                                                   Bank Name:                                                                                         c o                 v
                                                                                                                                                                     Account Type (i.e. Savings, Chequing):

                                                                   Branch Address:                                                                                   Branch Transit Number:
                                                                                                                                                                      r                 e


                                                                                                                                                               2
                                 TERMS AND CONDITIONS                                              f)    the Subscriber or (if applicable) others for whom it is contracting hereunder will
                             OF SUBSCRIPTION FOR UNITS                                                   comply with all relevant securities legislation, rules, regulations and policies
1.    Partnership Agreement                                                                              concerning any resale of the Purchased Units and will consult with its legal advisers
                                                                                                         or counsel to the General Partner and the Partnership with respect to complying with
The Subscriber hereby acknowledges and agrees that if this subscription is accepted, in
                                                                                                         all restrictions applying to any such resale;
whole or in part, by the General Partner on behalf of the Partnership, the undersigned will
become a party to and be bound by the limited partnership agreement for the Partnership            g)    the Purchased Units shall not be transferred except in accordance with the terms and
(as may be amended from time to time, the “Partnership Agreement”) among the                             conditions of the Partnership Agreement;
General Partner and each party who, from time to time, becomes a limited partner in                h)    the identification number issued for this tax shelter will be included in any income tax
accordance with the terms of the Partnership Agreement. The Units will be issuable                       return filed by the transferee.       Issuance of the identification number is for
pursuant to the Partnership Agreement for Terra Mining & Energy LP. With respect to a                    administrative purposes only and does not in any way confirm the entitlement of a
subscription for Units, capitalized terms used but not defined herein have the meanings                   transferee to claim any tax benefits associated with the tax shelter;
ascribed thereto in the Partnership Agreement for Terra Mining & Energy LP. With respect           i)    no market exists for the Purchased Units and none is likely to develop;
to a subscription for Units, in the event of a conflict between the provisions of this
                                                                                                   j)    he, she or it has read the “Risk Factors” section of the Offering Memorandum and has
subscription agreement and the Partnership Agreement for Terra Mining & Energy LP, the
provisions of the Partnership Agreement shall prevail.                                                   considered such risks carefully; and
2.    Amount Payable                                                                               k) he, she or it understands that there is no assurance that the Mutual Fund Rollover
                                                                                                         Transaction (as described in the Offering Memorandum) will occur in the manner
The Subscriber will provide the funds required to purchase the Purchased Units (the                      contemplated or at all and that there are no agreements or arrangements currently in
“Purchase Price”) by no later than 10:00 a.m. on each Closing Date (as defined below)                     place with any third parties respecting such event.
by way of certified cheque, wire transfer, bank draft or through FundSERV to the
Partnership to be held in trust by the applicable Agent, and released in order to be applied       6.      Statement of Policies Regarding Securities of Related and Connected Issuers
to the purchase hereof. The Subscriber hereby instructs the applicable Agent or the                The securities legislation of certain jurisdictions requires securities dealers and advisers
General Partner, as the case may be, to deal with the Purchase Price on the terms set              who trade in or advise with respect to their own securities or securities of certain other
forth herein.                                                                                      issuers to which they, or certain other parties related to them, are related or connected, to
3.     Acceptance of Subscription                                                                  do so only in accordance with particular disclosure and other rules. In certain provinces or
                                                                                                   territories, these rules require dealers and advisers to inform their clients of the relevant
The Subscriber acknowledges that participation in the Partnership is subject to the                relationships and connections with the issuer of the securities prior to trading with or
acceptance of this subscription by the General Partner, payment of the Purchase Price              advising their clients. Clients should refer to the applicable provisions of such securities
and certain other conditions set forth in the Offering Memorandum and the Partnership              legislation for the particulars of these rules and their rights or consult with a legal adviser.
Agreement. The Subscriber acknowledges that he, she or it will become a party to the
                                                                                                   7.      Representations, Warranties and Covenants of the Subscriber
Partnership Agreement upon acceptance of this subscription by the General Partner, in
accordance with the Partnership Agreement. The Subscriber acknowledges that the                    The Subscriber hereby represents, warrants, acknowledges and covenants to the General
General Partner on behalf of the Partnership will be entitled to rely on delivery by               Partner and to the Partnership (which representations, warranties, acknowledgements and
electronic format, including email or facsimile machine of an executed copy of this                covenants shall survive closing and continue in full force and effect) that:
subscription and acceptance by the Partnership of such electronic format or facsimile copy         (a) the Subscriber understands that an investment in Units is not without risk and the
will be legally effective to create a valid and binding agreement between the Purchaser                Subscriber and any Disclosed Principal may lose his, her or its entire investment;
and the Partnership in accordance with the terms hereof. This subscription agreement, the          (b) the Subscriber understands using borrowed money to finance the purchase of
Power of Attorney (as defined in Section 9 hereof) and the Purchase Price or any portion                securities involves greater risk than a purchase using cash resources only. If you
thereof will be returned forthwith to the Subscriber at the address indicated in page 1 or 2           borrow money to purchase securities, your responsibility to repay the loan and pay
hereof if this subscription or any part of this subscription is not accepted.                          interest as required by its terms remains the same even if the value of the securities
4.     Closing                                                                                         purchased declines.
The completion of the offer, sale and issuance of the Purchased Units as contemplated by           (c) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such
this agreement is expected to occur on or about April 30, 2010 (the “Initial Closing”) and             Disclosed Principal) was offered the Purchased Units in, and is resident in, the
at such time and on such date as the General Partner may determine (each such time and                 jurisdiction set out in the “Subscription and Subscriberʼs Information Form” section on
date being herein referred to as the “Closing Date”). If less than the maximum number of               the second page of this Agreement and intends the Applicable Securities Laws of that
Units for the Partnership is subscribed for at the Initial Closing, one or more subsequent             jurisdiction to govern the offer, sale and issuance of the Purchased Units to the
closings for the Partnership may be held on or before December 31, 2010 at the discretion              Subscriber;
of the General Partner.                                                                            (d) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption
The Subscriber acknowledges that no certificates representing Purchased Units of the                    from the prospectus and registration requirements of applicable securities legislation,
Partnership will be issued for purchases including purchases ordered through FundSERV.                 rules, regulations and policies;
The Subscriber hereby authorizes the General Partner, on behalf of the Partnership, to             (e) if the Subscriber is resident in Canada, the Subscriber (i) is an “accredited investor”
deliver a certificate, if any, representing such Purchased Units to the Subscriber within               within the meaning of NI 45-106 and has completed Schedule “A”, or (ii) is purchasing
four weeks following the Closing Date in accordance with the instructions set out below.               the Purchased Units in reliance on and in compliance with the requirements of the
5.     Prospectus Exemptions; Resale and Transfer Restrictions                                         “Offering Memorandum” exemption under NI 45-106 and has completed either
The Subscriber acknowledges and agrees that:                                                           Schedule “B” or Schedule “C” and Schedule “D” as applicable;
a) the decision to enter into this subscription agreement and purchase the Purchased               (f)   neither the purchase nor the holding of Purchased Units by the Subscriber will at any
   Units has not been based upon any verbal or written representation or documentation                   time cause any Units to be a “tax shelter investment” for purposes of Section 143.2 of
   as to fact or otherwise made by or on behalf of the General Partner, its affiliates, the               the Income Tax Act (Canada) (the “Tax Act”) or result in the application of any
   Agents or the Partnership except as set forth in the Offering Memorandum (and not in                  analogous provisions of any provincial taxing legislation;
   any preliminary or earlier draft thereof or in any confidential information memorandum);         (g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for
b) he, she or it has read and fully understands the Offering Memorandum and the                        the purposes of the acquisition of the Purchased Units;
   Partnership Agreement and has had an opportunity to ask and have answered                       (h) the Subscriber or (if applicable) others for whom it is contracting hereunder will
   questions with respect to the Partnership;                                                          execute and deliver all documentation as may be required by applicable securities
c) the sale and delivery of the Purchased Units to the Subscriber or (if applicable) to any            legislation, rules, regulations and policies to permit the purchase of the Purchased
   purchaser on whose behalf the Subscriber is contracting hereunder is conditional upon               Units on the terms herein set forth;
   such sale being exempt from the prospectus filing requirements of any applicable                 (i) in the case of a subscription by the Subscriber for Purchased Units acting as trustee
   statute relating to the sale of the Purchased Units or upon the issuance of such orders,            or as agent (including, for greater certainty, a portfolio manager or comparable
   rulings, consents or approvals as may be required to permit such sale without the                   adviser) for a disclosed or undisclosed principal, the Subscriber fully manages the
   requirement of filing a prospectus;                                                                  accounts of such principal maintained with the Subscriber, is duly authorized to
d) the Subscriber irrevocably authorizes the Agents to provide certain information to the              execute and deliver this agreement and all other necessary documentation in
   General Partner and its service providers for their collection and use, including such              connection with such subscription on behalf of such principal, to agree to the terms
   Subscriberʼs full name, residential address or address for service, social insurance                and conditions herein and therein set out and to make such representations,
   number or the corporation account number, as the case may be;                                       warranties, acknowledgements and covenants herein and therein contained, all as if
e) the certificates, if any, representing the Purchased Units will bear a legend                        such beneficial purchaser was the Subscriber named above, and this agreement has
                                                                                                       been duly authorized, executed and delivered by or on behalf of, and constitutes the
   substantially to the following effect:
                                                                                                       legal, valid and binding agreement of, such principal;
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESALE
RESTRICTIONS UNDER APPLICABLE SECURITIES LEGISLATION, RULES,                                       (j)   upon execution and delivery by the Subscriber and acceptance by the Partnership,
REGULATIONS AND POLICIES AND THAT, SINCE THE PARTNERSHIP IS NOT, AND                                     this subscription agreement and the Partnership Agreement (when executed by the
                                                                                                         undersigned) will each have been duly authorized, executed and delivered by, and will
HAS NO CURRENT INTENTION OF BECOMING, A “REPORTING ISSUER”, OR ITS
                                                                                                         each constitute a legal, valid and binding agreement of, the Subscriber subject to:
EQUIVALENT, IN ANY JURISDICTION, THIS COULD RESULT IN A HOLDER OF
PURCHASED UNITS HAVING TO HOLD SUCH SECURITIES FOR AN INDEFINITE                                           a)    any applicable bankruptcy, insolvency or other laws affecting the enforcement
PERIOD OF TIME IF NO STATUTORY EXEMPTION MAY BE RELIED UPON OR IF NO                                             of creditorsʼ rights generally; and
DISCRETIONARY ORDER OR RULING IS OBTAINED IN RESPECT OF THE RESALE                                         b)    general principles of equity, including the granting of equitable remedies within
OF SUCH SECURITIES.                                                                                              the discretion of a court of competent jurisdiction;
UNLESS PERMITTED BY SECURITIES LEGISLATION, THE HOLDER OF THIS                                     (k) if the Subscriber is an individual, the Subscriber has obtained the age of majority and
SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4                                         in every case is legally competent to execute this agreement and to take all actions
MONTHS AND A DAY AFTER THE LATER OF (i) DISTRIBUTION DATE, AND (ii) THE                                required pursuant hereto;
DATE THAT THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR                                  (l)   the Subscriber has obtained independent legal and tax advice as to the Subscriberʼs
TERRITORY.                                                                                               liabilities and obligations under the Partnership Agreement and under this subscription
                                                                                                         agreement, and acknowledges that the relevant provisions of the Tax Act and related
                                                                                                         statutes are complex and that it has taken such steps as it considers necessary to
                                                                                                         ensure that it understands the meaning and effect of such representations, warranties
                                                                                                         and indemnities;
                                                                                               3
(m) the Subscriber has full power and authority to execute and deliver this subscription               Each of the power of attorney granted herein and the power of attorney granted in Article
    agreement, the Partnership Agreement and all other agreements, instruments and                     19 of the Partnership Agreement is irrevocable, is a power coupled with an interest and
    other documents contemplated hereby or thereby and to take all other actions                       will survive any bankruptcy, death, disability, mental or legal incapacity or mental infirmity
    required by this subscription agreement and the Partnership Agreement and has                      of the transferee and will survive the assignment or transfer, to the extent of the
    obtained all necessary approvals and authorizations in connection therewith;                       obligations of the Subscriber hereunder and under the Partnership Agreement, by the
(n) the Subscriber has read the Offering Memorandum and is aware of the characteristics                Subscriber, of the whole or any part of the interest of the Subscriber in the Partnership,
    of the Purchased Units and of their speculative nature, as well as of the fact that they           and extends to the heirs, executors, administrators, successors, transferees and assigns
    cannot be sold or otherwise disposed of except in accordance with the provisions of                of the Subscriber and may be exercised by the General Partner and its successors and
    the Partnership Agreement and applicable securities laws;                                          permitted assigns on behalf of the Subscriber by executing any instrument by a facsimile
                                                                                                       signature or by listing all the Limited Partners executing such instrument with a single
(o) the Subscriber is not (i) a “non-resident” of Canada for the purposes of the Tax Act, (ii)         signature as attorney and agent for all of them. The Subscriber agrees to be bound by
    a “non-Canadian” within the meaning of the Investment Canada Act or (iii) a                        any representations and actions made or taken by the General Partner pursuant to this
    partnership and that he, she or it will maintain such status during such time as Units
                                                                                                       power of attorney or the power or attorney given to the General Partner in Article 19 of the
    are held by him or her;
                                                                                                       Partnership Agreement and hereby waives any and all defences which may be available
(p) the Subscriber is not a “financial institution” as that term is defined in subsection 142.2          to contest, negate or disaffirm the action of the General Partner taken in good faith under
    (1) of the Tax Act unless such investor has provided written notice to the contrary to             these powers of attorney. This power of attorney will continue in respect of the General
    the General Partner prior to the date of acceptance of the investorʼs subscription for             Partner so long as it is the general partner of the Partnership and will terminate thereafter,
    Units. An investor who is not an individual may be obliged to provide the General                  but will continue in respect of a new General Partner as if the new General Partner were
    Partner with a declaration that it is not a “financial institution” as that term is defined in       the original attorney. This power of attorney will survive any dissolution or termination of
    subsection 142.2(1) of the Tax Act;                                                                the Partnership and the transferee declares that this power of attorney will survive and
(q) no offer of Purchased Units was made to the Subscriber in the “United States” (as                  may be exercised by the General Partner during any legal or mental incapacity, mental
    defined in Regulation S under the U.S. Securities Act), the Subscriber is executing                 infirmity or incompetence of the Subscriber.
    this subscription agreement outside the United States and the Subscriber has no                    The execution of this power of attorney will not terminate any continuing power of attorney
    intention to distribute, either directly or indirectly, any of the Purchased Units to any          previously granted by the transferee and will not be terminated by the transferee on the
    person within the United States or to a U.S. Person;                                               execution of a continuing power of attorney in the future and the Subscriber hereby agrees
(r) the Subscriber understands that, if required by applicable securities laws a report of             not to take any action in the future which results in the termination of this power of
    the sale of the Units will be filed with the appropriate securities regulatory authority.           attorney.
    The Subscriber hereby acknowledges that pursuant to such a report, the Partnership                 10. Important Information Regarding the Collection of Personal Information
    may be obligated to disclose, among other things, the identity of the Subscriber and
                                                                                                       The Partnership may be required to file a report of trade with all applicable securities
    the particulars of the Subscriberʼs holdings in the Partnership. The Subscriber hereby
                                                                                                       regulatory authorities containing personal information about the Subscriber and, if
    consents to such disclosure;                                                                       applicable, any Disclosed Principal of the Purchased Units. The Subscriber acknowledges
(s) the Subscriber agrees to keep confidential all information provided to the Subscriber               that it has been notified by the Partnership:
    relating to the business and affairs of the Partnership and not to distribute or
                                                                                                       (a)   of such delivery of a report of trade containing the full name, residential address and
    otherwise make available any such information to any other person or otherwise
                                                                                                             telephone number of each Subscriber or Disclosed Principal, the number and type of
    exploit any such information;                                                                            Securities purchased, the total purchase price paid for such Securities, the date of
(t) if the Subscriber or any beneficial purchaser for whom the Subscriber is acting                           the purchase and the prospectus and registration exemption relied upon under
    becomes a non-resident of Canada for purposes of the Tax Act, or if any of such                          applicable securities laws to complete such purchase;
    persons that is a partnership ceases to be a “Canadian partnership” as defined in the
                                                                                                       (b)   that in Ontario, this information is collected indirectly by the Ontario Securities
    Tax Act, at any time during which the Subscriber or such beneficial purchaser holds or                    Commission under the authority granted to it under, and for the purposes of the
    owns any interest in a Partnership, it shall notify the General Partner immediately;                     administration and enforcement of, the securities legislation in Ontario; and
(u) that payment of the Subscription Price for such Subscriberʼs Units was not financed
                                                                                                       (c)   that the Subscriber may contact the Administrative Support Clerk, Ontario Securities
    through indebtedness for which recourse is or is deemed to be limited within the
                                                                                                             Commission at Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario, M5H
    meaning of the Tax Act. For these purposes, the Tax Act provides that recourse for a                     3S8 or by telephone at (416) 593-3684 for more information regarding the indirect
    financing is generally deemed to be limited unless: (i) bona fide arrangements,                            collection of such information by the Ontario Securities Commission..
    evidenced in writing, are made, at the time the indebtedness arises, for repayment of
    the indebtedness and all interest thereon within a reasonable period not exceeding                 By completing this subscription agreement, the Subscriber authorizes the indirect
    ten years; and (ii) interest is payable, at least annually, at a rate equal to or greater          collection of this information by each applicable securities regulatory authority or regulator
    than the lesser of the prescribed rate of interest under the Tax Act in effect at the time         and acknowledges that such information may be made available to the public under
    the indebtedness arose, and the prescribed rate of interest applicable from time to                applicable securities legislation.
    time during the term of the indebtedness and such interest is paid by the Limited                  11.    Subscribersʼ Rights of Action
    Partner in respect of the indebtedness not later than 60 days after the end of each                If the Subscriber is resident in British Columbia or Québec, the Partnership, agrees and
    taxation year of the Limited Partner; and                                                          hereby grants to the Subscriber the rights of action against the Partnership described in
(v) using borrowed money to finance the purchase of Units involves greater risk than a                  the Offering Memorandum under “Rights of Action for Damages or Rescission” on the
    purchase using cash resources only. The Subscriber further acknowledges that if the                same basis as for Subscribers resident in Ontario. If the Subscriber is resident in
    Subscriber borrows money to purchase Units, the Subscriberʼs responsibility to repay               Manitoba, Newfoundland and Labrador, Prince Edward Island, Yukon, Nunavut or the
    the loan and pay interest as required by its terms remains the same even if the value              Northwest Territories, the Partnership agrees and hereby grants to the Subscriber the
    of the Units purchased declines.                                                                   contractual rights of action against the Partnership described in the Offering Memorandum
The Subscriber acknowledges that the foregoing representations and warranties are made                 under “Rights of Action for Damages or Rescission” in respect of such provinces. If the
with the intent that they may be relied upon by the General Partner, the Partnership and               Subscriber is resident in Alberta, Nova Scotia, New Brunswick or Saskatchewan the
their respective counsel in determining the Subscriberʼs eligibility or (if applicable) the            Partnership agrees and hereby grants to the Subscriber the contractual rights of action
eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase              against the Partnership described in the Offering Memorandum under “Rights of Action for
the Purchased Units under relevant securities legislation and, in the case of such counsel,            Damages or Rescission” in respect of such provinces.
to provide opinions in respect of the sale of the Purchased Units. The Subscriber further              12. Governing Law
agrees that by accepting the Purchased Units on the Closing Date it shall be representing              This agreement shall be governed by and construed in accordance with the laws of the
and warranting that the foregoing representations and warranties are true as at that                   Province of Ontario and the federal laws of Canada applicable therein. The Subscriber,
Closing Date. The General Partner and the Partnership shall be entitled to rely on the                 on its own behalf and (if applicable) on behalf of others for whom it is contracting
representations and warranties of the undersigned contained in this subscription                       hereunder, hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the
agreement and the Subscriber shall indemnify and hold harmless the Partnership and the                 Province of Ontario with respect to any matters arising out of this agreement.
General Partner for any loss or damage they may suffer as a result of any
                                                                                                       13. Assignment
misrepresentation of the undersigned.
                                                                                                       This agreement is not transferable or assignable by the parties hereto.
8.    Waiver of Withdrawal Right
                                                                                                       14. Entire Agreement
The Subscriber, and each beneficial purchaser, if any, for whom the Subscriber is acting,
hereby waives and releases the General Partner and the Partnership from all rights of                  This agreement together with the Partnership Agreement contain the entire agreement of
withdrawal to which it might otherwise be entitled under applicable securities legislation,            the parties hereto relating to the subject matter hereof and there are no representations,
rules, regulations and policies, to the fullest extent permitted by law.                               covenants or other agreements relating to the subject matter hereof except as stated or
                                                                                                       referred to herein or therein. This agreement including the Schedules may be executed in
9.    Power of Attorney                                                                                any number of counterparts (including counterparts by electronic format or facsimile) and
In consideration of the General Partner accepting this subscription agreement and                      all such counterparts taken together will be deemed to constitute one and the same
conditional thereon:                                                                                   document.
(a) The Subscriber agrees to be bound as a Limited Partner in the Partnership by the                   15. Time of Essence
     terms of the Partnership Agreement, as it may from time to time be amended and in                 Time shall be of the essence in this agreement.
     effect and the Subscriber hereby expressly ratifies and confirms the power of
     attorney given to the General Partner in Article 19 thereof; and                                  16. Interpretation
(b) The Subscriber hereby irrevocably nominates, constitutes and appoints the General                  The headings contained herein are for convenience only and shall not affect the meaning
     Partner, with full power of substitution, as the Subscriberʼs agent and true and lawful           or interpretation of this agreement. References in this agreement and the Schedules to
     attorney to act on the Subscriberʼs behalf, with full power and authority in the                  “$” are to Canadian dollars.
     Subscriberʼs name, place and stead to execute, record or file, as and where                        17. English Language
     required, the Partnership Agreement, the Declaration, the Record and any                          The parties hereto confirm their express wish that this subscription agreement and all
     amendments thereto and any other instruments listed in Article 19 of the Partnership              documents and agreements directly or indirectly relating thereto be drawn up in the
     Agreement or otherwise required by law.                                                           English language. Les parties reconnaissent leur volonté expresse que la présente
                                                                                                       entente de souscription ainsi que tous les documents et contrats sʼy rattachant
                                                                                                       directement ou indirectement soient rédigés en anglais.


                                                                                                   4
                                                                                SCHEDULE “ A ”
                                                                     ACCREDITED INVESTOR CERTIFICATE
                                    ( FOR INVESTORS RESIDENT IN ONTARIO AND ALL OTHER PROVINCES AND TERRITORIES )



        TO:             Terra 2010 Mining & Energy Flow-Through Limited                             (D) an individual registered or formerly registered under the securities
                        Partnership (“Terra Mining & Energy LP” the “Issuer”)                           legislation of a jurisdiction of Canada as a representative of a
        AND TO:         Terra GP Management Ltd. (the “General Partner”)                                person referred to in paragraph (c),

        AND TO:         Linden Mills Investments Inc. (“Linden Mills”) and such                     (E) an individual who, either alone or with a spouse, has net assets of
                        other qualified dealers appointed by Linden Mills                                at least $5,000,000,
                        (collectively, the “Agents”)                                                (F) a person (including a corporation, a partnership or trust) other than
        RE:             Purchase of limited partnership units issued (the “Units”)                      an individual or investment fund, that has net assets of at least
                        by Terra Mining & Energy LP                                                     $5,000,000 as shown on its most recently prepared financial
                 	      	               	            	            	             	                       statements and that has not been created or used solely to
                                                                                                        purchase or hold securities as an accredited investor as defined in
                         REPRESENTATIONS AND WARRANTIES                                                 this paragraph (d),
                                                                                                    (G) an “Accredited Investor” not described above but as defined by
In connection with the purchase by the undersigned (the “Subscriber”) of the
                                                                                                        Paragraph ____________ of National Instrument 45-106 –
Units, the Subscriber hereby represents warrants and certifies to the Issuer and
                                                                                                        Prospectus and Registration Exemptions.
the Agents that the Subscriber:
                                                                                           As used in this “Exhibit A”, the following terms have the following
(i)      is purchasing the Units as principal;                                             meanings:

                                                                                           “investment fund” has the same meaning as in National Instrument 81-106
(ii)     is resident in or is subject to the laws of the Province or Territory of
                                                                                              Investment Fund Continuous Disclosure;
         PPLEASE CHECK ONEE
                                                                                           “person” includes

              British Columbia       Quebec
                                                                    Northwest                 (a)      an individual,
                                                                    Territories
                                                                                              (b)      a corporation,
              Alberta                Nova Scotia                    Yukon
                                                                                              (c)      a partnership, trust, fund and an association, syndicate, organization or
                                                                                                       other organized group of persons, whether incorporated or not, and
          Saskatchewan               New Brunswick                  Nunavut
                                                                                              (d)      an individual or other person in that personʼs capacity as a trustee,
          Manitoba                   Prince Edward Island                                              executor, administrator or personal or other legal representative;

                                                                                           “related liabilities” means
                                     Newfoundland &
          Ontario
                                     Labrador                                                 (a)      liabilities incurred or assumed for the purpose of financing the
                                                                                                       acquisition or ownership of financial assets, or
(iii)    is an “accredited investor” as defined in National Instrument 45-106 –
         Prospectus and Registration Exemptions (“NI 45-106”) by virtue of                    (b)      liabilities that are secured by financial assets;
         satisfying the indicated criterion on Exhibit “A” to this certificate; and         “spouse” means, an individual who,

(iv)     is relying exclusively on the offering memorandum dated July 12, 2010                (a)      is married to another individual and is not living separate and apart
         delivered in connection herewith and not on any other offering                                within the meaning of the Divorce Act (Canada), from the other
         memorandum or document.                                                                       individual,

                                                                                              (b)      is living with another individual in a marriage-like relationship, including
                             EXHIBIT “A” – SCHEDULE “A”                                                a marriage-like relationship between individuals of the same gender, or
                        TO ACCREDITED INVESTOR CERTIFICATE
                                                                                              (c)      in Alberta, is an individual referred to in paragraph (a) or (b), or is an
(All underlined words have the meanings set forth at the end of this Exhibit “A”.)                     adult interdependent partner within the meaning of the Adult
                                                                                                       Interdependent Relationships Act (Alberta);
          PLEASE CHECK ONEE
                                                                                           Interpretation

         (A) an individual who, either alone or with a spouse, beneficially owns,           In this Exhibit A, a person (first person) is considered to control another person
             directly or indirectly, financial assets having an aggregate realizable        (second person) if
             value that before taxes, but net of any related liabilities, exceeds
                                                                                              (a)      the first person, directly or indirectly, beneficially owns or exercises
             $1,000,000,
                                                                                                       control or direction over securities of the second person carrying votes
         (B) an individual whose net income before taxes exceeded $200,000 in                          which, if exercised, would entitle the first person to elect a majority of
             each of the 2 most recent calendar years or whose net income                              the directors of the second person, unless that first person holds the
             before taxes combined with that of a spouse exceeded $300,000 in                          voting securities only to secure an obligation,
             each of the 2 most recent calendar years and who, in either case,
             reasonably expects to exceed that net income level in the current                (b)      the second person is a partnership, other than a limited partnership,
             calendar year,                                                                            and the first person holds more than 50% of the interests of the
                                                                                                       partnership, or
         (C) a person registered under the securities legislation of a
             jurisdiction of Canada as an advisor or dealer, other than a                     (c)      the second person is a limited partnership and the general partner of
             person registered solely as a limited market dealer under one or                          the limited partnership is the first person.
             both of the Securities Act (Ontario) of the Securities Act
             (Newfoundland and Labrador),
                                                                                       5
                                                                                      SCHEDULE “ B ”
                                                                        OFFERING MEMORANDUM CERTIFICATE
                 ( FOR INVESTORS RESIDENT IN BRITISH COLUMBIA, NEWFOUNDLAND AND LABRADOR, NEW BRUNSWICK AND NOVA SCOTIA )



TO:                       Terra 2010 Mining & Energy Flow-Through Limited                           (ii)     is resident in or is subject to the laws of the Province or Territory of:
                          Partnership (“Terra Mining & Energy LP” the “Issuer”)
                                                                                                               PLEASE CHECK ONEE
AND TO:                   Terra GP Management Ltd. (the “General Partner”)
AND TO:                   Linden Mills Investments Inc. (“Linden Mills”) and such                                  British Columbia                         New Brunswick
                          other qualified dealers appointed by Linden Mills
                          (collectively, the “Agents”)                                                             Newfoundland and Labrador                Nova Scotia

RE:                       Purchase of limited partnership units issued (the “Units”)
                          by Terra Mining & Energy LP                                               (iii)    has received the offering memorandum dated July 12, 2010
                                                                                                             delivered in connection herewith;
	           	                 	           	             	           	             	
                                                                                                    (iv)     has delivered to the Issuer, a signed risk acknowledgement in the
                           REPRESENTATIONS AND WARRANTIES                                                    form attached hereto as Schedule “D”; and
In connection with the purchase by the undersigned (the “Subscriber”) of                            (v)      if the Subscriber is a resident of New Brunswick, no commission or
the Units, the Subscriber herby represents warrants and certifies to the                                      finderʼs fee has been paid to any person, other than to a registered
Issuer and the Agents that the Subscriber:                                                                   dealer.
    (i)         is purchasing the Units as principal;


                                                                                      SCHEDULE “ C ”
                                                                        OFFERING MEMORANDUM CERTIFICATE
       ( FOR INVESTORS RESIDENT IN ALBERTA, SASKATCHEWAN, QUEBEC, PRINCE EDWARD ISLAND, NORTHWEST TERRITORIES, NUNAVUT & YUKON)



TO:                       Terra 2010 Mining & Energy Flow-Through Limited                                           (B)   a person of which a majority of the voting securities
                          Partnership (“Terra Mining & Energy LP” the “Issuer”)                                           are beneficially owned by eligible investors or a
                                                                                                                          majority of the directors are eligible investors
AND TO:                   Terra GP Management Ltd. (the “General Partner”)
                                                                                                                    (C)   a general partnership of which all the partners are
AND TO:                   Linden Mills Investments Inc. (“Linden Mills”) and such
                                                                                                                          eligible investors
                          other qualified dealers appointed by Linden Mills
                          (collectively, the “Agents”)                                                              (D)   a limited partnership of which the majority of the
RE:                       Purchase of limited partnership units issued (the “Units”)                                      general partners are eligible investors
                          by Terra Mining & Energy LP                                                               (E)   a trust or estate in which all of the beneficiaries or a
                                                                                                                          majority of the trustees or executors are eligible
                            REPRESENTATIONS AND WARRANTIES
                                                                                                                          investors
In connection with the purchase by the undersigned (the “Subscriber”) of the
                                                                                                                    (F)   an accredited investor
Units, the Subscriber herby represents warrants and certifies to the Issuer
and the Agents that the Subscriber:
                                                                                                                    (G)   a person described in section 2.5 of NI 45-106 (Family,
(i)     is purchasing the Units as principal;
                                                                                                                          friends and business associates); or
(ii)            is resident in or is subject to the laws of the Province or Territory of:
                                                                                                                    (H)   a person that has obtained advice regarding the
                 PLEASE CHECK ONE                                                                                         suitability of the investment and, if the person is
                                                                                                                          resident in a jurisdiction of Canada, that advice has
                    Alberta                             Prince Edward Island                                              been obtained from an eligibility advisor,
                     Saskatchewan                       Northwest Territories                   	
                                                                                                    (iv)     has received the offering memorandum dated July 12, 2010 delivered in
                     Manitoba                           Yukon
                                                                                                             connection herewith;
                     Quebec                             Nunavut                                     (v)      has delivered to the Issuer, a signed risk acknowledgement in the form
    (iii)       is an “eligible investor”, as defined in National Instrument 45-106 –                         attached hereto as Schedule “D”;
                Prospectus and Registration Exemptions (“NI 45-106”) , being:                       (vi)     if the Subscriber is an investment fund, the investment fund is

                 PLEASE CHECK ONE                                                                            (A)           a non-redeemable investment fund, or
                                                                                                             (B)           a mutual fund that is a reporting issuer;
                    (A)      a person whose (I) net assets alone of with a spouse                   (vii)    if the Subscriber is a resident of Alberta, Manitoba, Northwest Territories,
                             exceed $400,000, (II) net income before taxes                                   Nunavut, Prince Edward Island, Québec, Saskatchewan and Yukon, it
                             exceeded $75,000 in each of the 2 most recent                                   has not been created or used solely to purchase or hold securities in
                             calendar years and who reasonably expects to exceed                             reliance upon an exemption from the dealer registration requirements or
                             that income level in the current calendar year, or (III)                        the prospectus requirement set out in subsections 2.9(2) and (4) of NI
                             net income before taxes, alone or with a spouse in the                          45-106; and
                             case of an individual, exceeded $125,000 in each of                    (viii)   if the Subscriber is a resident of Northwest Territories, Nunavut,
                             the 2 most recent calendar years and who reasonably                             Saskatchewan and Yukon, no commission or finderʼs fee has been paid
                             expects to exceed that income level in the current                              to any person, other than to a registered dealer.
                             calendar year



                                                                                            6
                                                                       SCHEDULE “ D ”
                                                            RISK ACKNOWLEDGEMENT FORM
                                                         REQUIRED FOR SCHEDULES “B” & “C” ONLY

                                                                                                                                                                       .
  If the subscriber does NOT qualify as an accredited investor and is making an initial purchase of less than $150,000, then a Risk Acknowledgement Form must be signed.

                                                                Risk Acknowledgement Form
  The Subscriber must sign 2 copies of this form. The Subscriber and the issuer must each receive a signed copy.
         •
         •
              I acknowledge that this is a risky investment.
              I am investing entirely at my own risk.
                                                                                                                                                                       W
         •

         •
              No securities regulatory authority or regulator has evaluated or endorsed the merits of these securities or the disclosure in the offering
              memorandum.                                                                                                                                              A
              If I have not purchased these securities from Linden Mills Investments Inc. (“Linden Mills”) or such other qualified dealer appointed by
              Linden Mills (each an “Agent”), the person selling me these securities is not registered with a securities regulatory authority or regulator
              and has no duty to tell me whether this investment is suitable for me.
                                                                                                                                                                       R
         •
         •
              I will not be able to sell these securities except in very limited circumstances. I may never be able to sell these securities.
              I could lose all the money I invest.                                                                                                                     N
  I am investing $_______________________ (total consideration) in total; this includes any amount I am obliged to pay in future. Terra 2010 Mining
  & Energy Flow-Through Limited Partnership (the “Partnership”), will pay up to $__________________ (being 5% of the total consideration) to any                       I
  Agent selling Class A Units of the Partnership as a fee or commission.
  I acknowledge that this is a risky investment and that I could lose all the money I invest.                                                                          N
  _______________________________________                                                     _________________________________________________                        G
  Date                                                                                        Signature of Subscriber
                                                                                              _________________________________________________
                                                                                              Print name of Subscriber
  Sign 2 copies of this document. Keep one copy for your records.


You have 2 business days to cancel your purchase                                           You will not receive advice

To do so, send a notice to Terra 2010 Mining & Energy Flow-Through Limited                 You will not get professional advice about whether the investment is suitable for
Partnership stating that you want to cancel your purchase. You must send the               you. But you can still seek that advice from a registered adviser or investment
notice before midnight on the 2nd business day after you sign the agreement to             dealer. In Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward
purchase the securities. You can send the notice by fax or email or deliver it in          Island, Québec, Saskatchewan and Yukon to qualify as an eligible investor, you
person to Terra 2010 Mining & Energy Flow-Through Limited Partnership at its               may be required to obtain that advice.
business address. Keep a copy of the notice for your records.                              The securities you are buying are not listed
Issuer Name and Address:                                                                   The securities you are buying are not listed on any stock exchange, and they
                                                                                           may never be listed. You may never be able to sell these securities.
Terra 2010 Mining & Energy Flow-Through Limited Partnership
517 Wellington Street West, Suite 207                                                      The issuer of your securities is a non-reporting issuer
Toronto, Ontario, M5E 1P8                                                                  A non-reporting issuer does not have to publish financial information or notify the
Fax: (416) 203-1544                                                                        public of changes in its business. Except as provided in the Offering
E-mail: info@terrafunds.ca                                                                 Memorandum, you may not receive ongoing information about this issuer.
                                                                                           For more information on the exempt market, call your local securities regulatory
You are buying Exempt Market Securities                                                    authority or regulator.
                                                                                           • Alberta Securities Commission, (403) 297-6454, www.albertasecurities.com
They are called exempt market securities because two parts of securities law do
                                                                                           • British Columbia Securities Commission, (604) 899-6500, www.bcsc.ca
not apply to them. If an issuer wants to sell exempt market securities to you:
                                                                                           • Securities Division of the Financial Services Commission (Saskatchewan),
     •     the issuer does not have to give you a prospectus (a document that
                                                                                              (306) 787-5645, www.sfsc.gov.sk.ca
             describes the investment in detail and gives you some legal
                                                                                           • The Manitoba Securities Commission, (204) 945-2548, www.msc.gov.mb.ca
             protections), and
                                                                                           • Autorité des marches financieres (Québec), 1-877-525-0337,
     •       the securities do not have to be sold by an investment dealer
                                                                                             www.lautorite.qc.ca
             registered with a securities regulatory authority or regulator.
                                                                                           • New Brunswick Securities Commission, (506) 658-3060, www.nbsc-cvmnb.ca
There are restrictions on your ability to resell exempt market securities. Exempt          • Nova Scotia Securities Commission, (902) 424-7768, www.gov.ns.ca.nssc
market securities are more risky than other securities.                                    • Prince Edward Island Securities Office, (902) 368-4569,www.gov.pe.ca/
You will receive an offering memorandum (the “Offering Memorandum”)                          securities
                                                                                           • Securities Commission of Newfoundland and Labrador, www.gs.gov.nl.ca
Read the Offering Memorandum carefully because it has important information
                                                                                           • Securities Registry, Department of Justice, Government of the Northwest
about the issuer and its securities. Keep the Offering Memorandum because you
                                                                                             Territories, (867) 920- 3318, www.justice.gov.nt.ca/SecuritiesRegistry
have rights based on it. Talk to a lawyer for details about these rights.
                                                                                           • Registrar of Securities, Legal Registries Division, Department of Justice,
                                                                                             Government of Nunavut, (867) 975-6590, www.gov.nu.ca
                                                                                           • Registrar of Securities, Corporate Affairs/Community Services, Government of
                                                                                             Yukon, (867) 667-5225, www.gov.yk.ca/




                                                                                       7

				
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Description: Limited Partnership Agreement Ontario document sample