English prospectus 

The Partnership’s investment strategy is to invest primarily in Flow-Through Shares of select Precious Metals Issuers and Energy Issuers that are considered by the Portfolio Manager to: (i) represent good value in relation to the market price of the Precious Metals Issuer’s or Energy Issuer’s shares; (ii) have experienced and capable senior management; (iii) have a strong exploration program in place; and (iv) offer potential for future growth. The General Partner intends to obtain for Limited Partners the income tax deductions associated with Flow-Through Shares, while reducing the investment risks normally associated with Flow-Through Share investments through portfolio diversification. As part of this strategy, the Partnership will enter into Share Purchase Agreements with a number of Precious Metals Issuers and Energy Issuers pursuant to which each Precious Metals Issuer or Energy Issuer will agree to issue Flow-Through Shares to the Partnership, incur CEE in carrying out exploration in Canada and renounce CEE to the Partnership with an effective date no later than December 31, 2008.

An affiliate of Caldwell Securities Ltd., an investment manager and investment dealer formed in 1980. Together provide investment advice on over $1 billion in assets. Investment professionals have on average over 30 years’ investment industry experience.

Thomas S. Caldwell – Mr. Caldwell is Chairman of Caldwell Financial Ltd. and its subsidiary companies Caldwell Asset Management Inc., Caldwell Securities Ltd. (which he founded in 1980) and the Caldwell Investment Management Ltd. He is a former Governor of the TSX, a Fellow of the Canadian Securities Institute and a past Director of the Investment Dealers Association of Canada. Mr. Caldwell’s role as chairman of the Portfolio Manager is to oversee its operations, provide strategy inputs, perspective on financial markets and supervision of the business of the Portfolio Manager.

Brendan T.N. Caldwell, CFA - Mr. Caldwell is President and CEO of the Portfolio Manager and Executive Vice-President of Caldwell Financial Ltd. Mr. Caldwell earned his B.Sc. from Trinity College at the University of Toronto and his M.A. from the University of London, England. He has held the designation of Chartered Financial Analyst since 1995. Mr. Caldwell has been a member of the TSX, the NYSE, the American Stock Exchange and the Chicago Board Options Exchange. Mr. Caldwell’s role as President and CEO of the Portfolio Manager is to actively manage the company. He works with the portfolio managers overseeing the day to day operations and activities. He provides team leadership, strategy and investment direction. He is responsible for the overall supervision of the Partnership’s investment activities.

Rob Callander, CFA - Mr. Callander Vice-President of Caldwell Securities Ltd. and a registered portfolio manager with Caldwell Investment Management Ltd. Mr. Callander earned his B.Sc., in Earth Sciences, from the University of Waterloo in 1970 and his M.B.A. with a finance emphasis, from York University in 1972. He has held the designation of Chartered Financial Analyst since 1981. Mr. Callander will play a lead role with respect to the management of the Partnership’s investments. He will work closely with the Partnership and the mineral and oil and gas consultants to co-ordinate the management of the Partnerships investments. He has broad experience in all aspects of the equity markets including the energy sector and has particular strength in the mining sector.

John Kinsey - Mr. Kinsey earned a diploma in Business Administration from the University of Toronto, the Trust Companies’ Course, the Canadian Securities Course, the New York Stock Exchange and the National Association of Securities Dealers qualification courses. He joined Caldwell Securities Ltd. to assist in building its investment management operations.  Mr. Kinsey will have day to day involvement in all aspects of the Portfolio Manager’s services to the Partnership. He has broad experience in the equity markets, is well versed in the mining sector, and has particular strength in the energy sector.