OFFERING MEMORANDUM OFFERING MEMORANDUM

from PYRAMINE INVESTMENT INC. Presentation

CONFLICTS CONFLICTS OF INTEREST OF INTEREST

This presentation will be incorporated by reference into the Fund’s offering memorandum to be delivered to investors in connection with the Offering (as amended or amended and restated, from time to time, the “Offering Memorandum”). The Offering Memorandum will contain important information in respect of the Offering and the Offered Securities, including various risk factors that may affect an investor’s decision to invest in the Offered Securities. The purchasers of the Offered Securities that have received this presentation may be, upon acceptance by the Issuer of the purchase price for such Offered Securities, granted certain rights of action and rescission. The Offering Memorandum will describe in greater detail the statutory rights of action that may be available to purchasers of the Offered Securities. This presentation should be read in conjunction with and is qualified in its entirety by the disclosure in, the Offering Memorandum.

R E S A L E R E S A L E R E S T R I C T I O N S R E S T R I C T I O N S

This presentation relates to the offering of the Offered Securities (the “Offering”) only in certain Provinces of Canada (the “Qualifying Jurisdictions”) and to those persons where and to whom they may be lawfully offered for sale, and only by the persons permitted to sell these Offered Securities. This presentation is not, and under no circumstances is to be construed as, a prospectus or an advertisement or a public offering of the securities described herein in any province or territory of Canada, including Ontario.

No securities regulatory authority in Canada, the United States of America or any other jurisdiction has reviewed or in any way passed upon this presentation or the merits of the Offered Securities and any representation to the contrary is an offence. The Issuer is not a reporting issuer or the equivalent thereof under the securities legislation of any jurisdiction. The Offered Securities will not be listed on any stock exchange and there is no primary or secondary market for such Offered Securities, nor is it anticipated that such market will develop. The Offered Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to U.S. persons.

Any offer or sale of the Offered Securities will only be made on a private placement basis, under an exemption from the requirement that the Issuer prepare and file a prospectus with the relevant Canadian Securities regulatory authorities in the Qualifying Jurisdictions. The offers and sales of the Offered Securities will be made through the Agent, which is registered as an exempt market dealer under applicable securities laws.

The Offered Securities will not be sold until subscribers have executed and delivered subscription agreements approved and accepted by the General Partner, on behalf of the Fund, and the Agent. The Fund and the Agent reserve the right to reject all or part of any offer to purchase the Offered Securities for any reason, or allocate to any prospective purchaser less than all of the Offered Securities for which such purchaser has subscribed.

As the distribution of the Offered Securities in the Qualifying Jurisdictions is being made on a private placement basis, any resale of these securities must be made in accordance with applicable securities laws. Those securities laws may require resales to be made in accordance with an exemption from the prospectus requirement, and either through a registered securities dealer or pursuant to an exemption from the dealer registration requirement. Purchasers are advised to seek their own independent legal advice prior to any resale of the Offered Securities.

The Units will be subject to resale restrictions, including a restriction on trading the Units. Until the restriction on trading expires, if ever, a Unitholder will not be able to trade the Units unless it complies with very limited exemptions from the prospectus requirements under applicable securities legislation.

As the Fund has no intention of becoming a reporting issuer in any province or territory of Canada, these restrictions on trading in the Units will not expire. In addition, the Declaration of Trust provides that Units are transferable subject to the approval of the Trustees. Consequently, Unitholders may not be able to sell their Units in a timely manner, if at all, or pledge their Units as collateral for a loan.