EXECUTIVE SUMMARY ⎜ TERRA 2019 Short-Term Flow-Through Limited Partnership

A Tax-Advantaged Investment Redeemable in 2020

WHY A TERRA LP Investors seeking an investment that substantially reduces taxes and matures in 2020 should consider the Terra 2019 Short-Term Flow-Through LP (“Terra LP”). Terra LPs have consistently outperformed their peer group (see below). The Terra LP invests primarily in Super Flow-Through Shares of public mining resource firms and provides up to 100% in tax deductions plus 15% mining tax credits for the 2019 taxation year. Additional provincial tax credits for 2019 will also apply on qualified mining investments.

ABOUT TERRA Since 2005, Terra has provided investors substantial tax savings through tax-advantaged flow-through partnerships offering low fees, expert management, early liquidity and potential for attractive investment returns. Since inception Terra LPs have:

๏ provided investors over $260 million in tax benefits ๏ invested in over 500 mining and energy companies ๏ an average maturity of less than 10 months ๏ delivered attractive after-tax returns

Greg Bay, CFA is Senior Portfolio Manager and has over 30 years experience investing in producers, explorers and service companies and brings established relationships in the industry, which will assist the partnership in sourcing quality investments. Mr. Bay is a director of Mullen Group (TSX:MTL).

Jeff Bay, CFA is Portfolio Manager and previously worked with the Energy Investment Banking Group at GMP Securities advising on transactions and financings for intermediate and junior oil & gas companies. Mr. Bay holds a B.Comm from the Peter B. Gustavson School of Business at the University of Victoria.

PORTFOLIO MANAGEMENT TEAM The portfolio investments are managed by Greg Bay and Jeff Bay of Cypress Capital Management Ltd. The portfolio management team have a particularly strong capability in the small and medium capitalization areas where the majority of flow-through resource investments occur.

This document is a summary only and must be read in conjunction with the Offering Memorandum. This document does not provide disclosure of all information required for an investor to make an informed investment decision. Investors should read the offering memorandum, especially the risk factors relating to the securities offered, before making an investment decision. By acceptance hereof, the reader agrees that they will not transmit, reproduce or make available this summary or any information contained herein to the public or press. Securities legislation in all provinces and territories prohibit such distribution. The information contained herein, while obtained from sources that are believed to be reliable, is not guaranteed as to accuracy or completeness. This summary is for information purposes only and does not constitute an offer to sell nor a solicitation to buy the securities referred to herein. Investors must receive a confidential Offering Memorandum prior to subscribing for Units. Last update: November 1, 2019.

TerraFundsTax-Smart

Tax & Legal Counsel Stikeman Elliott LLP

Auditor Ernst & Young LLP

Custodian NBIN Inc., National Bank Financial

Administrator SGGG Fund Services

Service Providers:

Minimum Purchase $2,500

Early Maturity June 2020

Sector Focus Mining & Energy

Investor Eligibility Accredited - ALL PROVINCES

Eligible - BC,AB,SK,MB,NS

Investor Closings Monthly subject to availability

FundSERV Codes FE: TER 319 NL: TER 419

SPEED READ

PEER GROUP COMPARISON per $25 investment Terra no-load units have outperformed its peer group by 25% on average and beaten the group in 5 of the past 6 years.

———–––– NAV per $25 invested ––––———

Year Terra Peer Group Terra Outperformance2018 $19.40 $16.29 19%

2017 $17.65 $9.87 79%

2016 $18.61 $20.51 -9%

2015 $27.42 $21.01 30%

2014 $9.43 $9.34 1%

2013 $21.66 $16.67 30%

Average $19.03 $15.62 25%

Peer Group: Brompton, Canoe, CMP, Front Street, Maple Leaf, Middlefield, NCE, Ninepoint/Sprott. Latest or rollover NAV as at June 6, 2019. Source: Company websites & regulatory filings. Hypothetical and for illustrative purposes only. Past performance does not guarantee future results.

Terra 2019 Short-Term Flow Through Limited Partnership � of 82

2. TAX SAVINGS & BREAKEVEN BY PROVINCE - per $1,000 investment Tax savings received from an initial $1,000 investment are shown below. The net investment or actual cost, after factoring in the tax savings from tax deductions and tax credits, is also commonly referred to as the money at-risk or cash outlay. The break-even value represents the amount an investor must receive on redemption to recover their money at-risk/cash outlay. Downside protection shows the amount the original $1,000 investment can decline in percentage terms before the investment incurs a loss.

Tax Savings & Break-even by Province

BC AB SK MB ON QC NS

Total Tax Deductions $1,170 $1,170 $1,170 $1,170 $1,170 $1,170 $1,170

Marginal tax rate 49.8% 48% 47.50% 50.4% 53.53% 53.31% 54%

A. Initial Investment $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000

B. Tax savings from Tax Deductions ($583) ($562) ($556) ($590) ($626) ($624) ($632)

C. Tax savings from Investment Tax Credits ($68) ($70) ($71) ($67) ($63) ($63) ($62)

D. Capital gains tax $42 $41 $40 $43 $46 $45 $46

E. Money at-risk / Cash outlay (A + B + C + D) $392 $409 $413 $386 $357 $358 $352

F. Break-even value $522 $538 $540 $516 $487 $488 $482

G. Downside protection (%) 48% 46% 46% 48% 51% 51% 52%

3. EQUIVALENT DEDUCTION - per $1,000 investment Expressing the investment tax credit as a tax deduction and adding to total tax deductions is referred to as the equivalent tax deduction.

Equivalent Tax Deduction - $ $1,307 $1,317 $1,320 $1,303 $1,288 $1,289 $1,285

Equivalent Tax Deduction - % (of Initial Investment)

131% 132% 132% 130% 129% 129% 129%

Investors should refer to the Offering Memorandum for a more detailed description. All investments are assumed to qualify for the federal 15% mining investment tax credit. Figures are for illustrative purposes only and are not intended as a forecast of future events. Actual tax deductions & tax credits may be more or less. Tax rates are subject to change.

FINANCIAL ASPECTS FOR INVESTORS

1. TAX DEDUCTIONS & TAX CREDITS - per $1,000 investment In the table below, Canadian Exploration Expenses (CEE) and other deductions are projected to be up to $1,170 per $1,000 invested. Additional 15% federal investment tax credits will apply in the 2019 taxation year. Provincial tax credits available for certain provinces have not been included but will also apply for qualified investments made by the partnership.

A Class F Class

Year 2019 2020 & beyond Total 2019 2020 & beyond Total

A. Investment Tax Credits:

ITC - Investment Tax Credits $135 - $135 $135 $135

ITC - tax payable (at 50% tax rate) - ($67) ($67) ($67) ($67)

Total Investment Tax Credits $135 ($67) $68 $135 ($67) $68

B. CEE & Other Deductions:

Total Tax Deductions $940 $230 $1,170 $985 $185 $1,170

Terra 2019 Short-Term Flow Through Limited Partnership

PAST PERFORMANCE: BY LP SINCE INCEPTION

TERRA LIMITED PARTNERSHIP STATUS Invested Amount Class A NAV on rollover

Class F NAV on rollover

Terra 2018 Short-Term Flow-Through LP Rolled over $25 $18.24 $19.40

Terra 2017 Short-Term Flow-Through LP Rolled over $25 $16.59 $17.65

Terra 2016 Short-Term Flow-Through LP Rolled over $25 $17.63 $18.61

Terra 2015 Short-Term Flow-Through LP Rolled over $25 $26.21 $27.42

Terra 2014 Short-Term Flow-Through LP Rolled over $25 $8.93 $9.43

Terra 2013 Short-Term Flow-Through LP Rolled over $25 $20.53 $21.66

Terra 2013 Charitable Flow-Through LP Rolled over $25 $18.96 $19.86

Terra 2012 Flow-Through LP Rolled over $25 $16.54 $17.46

Terra 2012 Foundation Flow-Through LP Rolled over $25 $18.55 $19.55

Terra 2011 Flow-Through LP Rolled over $25 $9.01 $9.51

Terra 2011 Foundation Flow-Through LP Rolled over $25 $17.93 $18.80

Terra 2010 Mining & Energy Flow-Through LP Rolled over $25 $21.96 $22.94

Terra 2009 Mining & Energy Flow-Through LP Rolled over $25 $23.21 -

Terra 2008 Mining & Energy Flow-Through LP Rolled over $25 $16.45 -

Terra 2007 Energy & Mining Flow-Through LP Rolled over $25 $11.42 -

Terra 2006 Mining Flow-Through LP Rolled over $25 $23.29 -

Terra 2006 Energy Flow-Through LP Rolled over $25 $8.27 -

Terra 2005 Mining Flow-Through LP Rolled over $25 $35.33 -

Terra 2005 Oil & Gas Flow-Through LP Rolled over $25 $16.16 -

AVERAGE NAV ON ROLLOVER PER INVESTMENT $18.17 $18.52

NAV for Class A & F units is calculated on rollover. Past performance does not guarantee future results.

PAST PERFORMANCE: OVERVIEW FOR ALL TERRA LPS SINCE INCEPTION per $25 invested

NAV on rollover # LPs % Occurrences Cumulative % Comments

> $35 1 5% 5%

> $25 1 5% 11%

79% likelihood NAV on rollover exceeds

Breakeven

> $23 2 11% 21%

> $20 2 11% 32%

> $18 3 16% 47%

> $17 2 11% 58%

> $16 4 21% 79%

$15 Breakeven NAV -

< $15 4 21%

Total LPs 19NAV for Class A units on rollover for all 19 Terra Flow-through LPs. Occurrences or batting average represents the frequency Terra LPs have met or exceeded a NAV threshold on rollover. Breakeven NAV assumes a marginal tax rate of 50%. Past performance does not guarantee future results.

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Terra 2019 Short-Term Flow Through Limited Partnership

OFFERING SUMMARY

ISSUER Terra 2019 Short-Term Flow-Through Limited Partnership

FUNDSERV CODES FE: TER 319 (A Class), NL: TER 419 (F Class)

FORM OF ISSUE Tax-advantaged limited partnership units.

ISSUE SIZE Maximum $35,000,000 (350,000 Units).

PRICE PER UNIT $100

MINIMUM PURCHASE $2,500 (25 Units) for either A Class & F Class units. Incremental purchases in multiples of $100.

WHO CAN PURCHASE Accredited Investors ( All provinces) & Eligible Investors ( BC, AB, SK, MB, NS )

USE OF PROCEEDS The Partnership will invest in a portfolio of Flow-Through Shares.

GENERAL PARTNER Terra Flow-Through GP Management Ltd.

PORTFOLIO MANAGER The portfolio investments are sourced and managed by Cypress Capital Management Ltd. who have a particularly strong capability in the small and medium capitalization areas where the majority of flow-through resource investments occur.

EARLY ROLLOVER Between March 31, 2020 and November 30, 2020, the Partnership intends to complete the rollover pursuant to which Limited Partners will receive redeemable Terra corporate class shares.

INVESTMENT GUIDELINES The Partnership has developed investment policies to provide investors a diversified portfolio of equity securities of public resource companies that offer significant tax benefits and capital appreciation potential. Refer to the offering memorandum for a more detailed description.

LEGAL & TAX COUNSEL Stikeman Elliott LLP

AUDITORS Ernst & Young LLP, Chartered Professional Accountants

CUSTODIAN NBIN, National Bank

MANAGEMENT FEE The Investment Fund Manager will be entitled during the period commencing on the Initial Closing and ending on the earlier of (i) the effective date of the Liquidity Event; and (ii) the date of dissolution of the Partnership, to an annual management fee equal to 2%, plus any applicable taxes.

PERFORMANCE BONUS Performance bonus is 20% of any gain over the starting $100 per Unit value on rollover.

ELIGIBILITY LP Units are not qualified investments under the Tax Act for RRSPs, RRIFs, DPSPs, RESPs or TFSAs. However, once the LP has rolled over to the Mutual Fund, the Mutual Fund Shares issued to an investor become qualified for RRSPs and TFSAs and may also be donated to charity.

CLOSINGS Monthly, subject to availability.

TYPE OF INVESTMENT INVESTMENT RESTRICTION

Resource companies listed on a Canadian stock exchange 100% of Available Funds

Market capitalization is at least $35,000,000 At least 50% of NAV

Illiquid Investments including private companies Not Permitted

Borrowing Not Permitted

Eligible Expenditures renounced as CEE At least 90% of Available Funds

Eligible Expenditures renounced as CDE Not more than 10% of Available Funds

Investment in any one Resource Company Not more than 25% of Available Funds

Investment in Related Resource Companies Not more than 10% of NAV

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Terra 2019 Short-Term Flow Through Limited Partnership 5 of 8

2005 First funds launched; $5.3 million raised

2009 Offers 1-yr redemption feature

2010 F Class no-load units introduced

2011 Flow-Through Giving Foundation launched

2013 Cypress Capital appointed portfolio manager

2019 To date, Terra has provided investors over $260 million in tax benefits

TERRA MILESTONES

PRIOR INVESTMENTS Terra LPs invest in public mining and energy firms. Some prior investments are shown below.

Energy InvestmentsMining Investments

HOW WE BUILD PORTFOLIOS The partnership invests in a diversified portfolio of primarily Super Flow-Through Shares of public mining firms and provides up to 100% in tax deductions plus 15% mining tax credits for the 2019 taxation year. Additional provincial tax credits for 2019 will also apply on qualified mining investments. Sector weightings are determined by the portfolio manager.

Gas

Oil

Uranium

Nickel

ZincSilver

Gold

Sector Allocations

Energy

Mining

EARLY ROLLOVER / MATURITY Terra LPs mature in ≤ 1 year compared to most flow-through limited partnerships that have a life span of two years. On rollover / maturity, a Terra LP can be redeemed or reinvested, transferred to an RRSP or donated for additional tax savings.

2019 2020 2021

Terra LP Purchase

Regular FTLP Purchase

Regular FTLP Rollover

Terra LP Rollover

Terra 2019 Short-Term Flow Through Limited Partnership

Sources: Dr. Torsten Dennin, Incrementum, Bloomberg, May, 2019

Oil CrisisGFC

S&P GSCI(TR) / S&P 500 Ratio, 1970 - 2019

10987

32

456

201019981970 2019 2022

Dot-Com BubbleSept 19701

Median:4.1

0.90

Gulf War

Gold: Outperforms most global assets Gold equities are well positioned to rise in value. Falling output, few new discoveries, consolidation and improved margins are factors that could cause gold equities to outperform in 2019.

Mining & Energy: Commodities are Cheap Over the past decade, soft commodity prices and limited access to capital have constrained resource exploration and development. The credit crises and fears of a general economic slowdown have further discouraged the replenishment of producer reserves and curtailed funding for resource exploration. The relative valuation of commodities as compared with equities is at historic lows (see graph below) making commodities an attractive investment opportunity. Relative to financial assets, the GSCI is at one of its lowest points in history. For these and other reasons, Terra believes many resource companies offer attractive upside as many are currently trading at historical lows and often below their intrinsic value. As supply continues to decline and fails to keep pace with demand, resource prices are expected to rise.

WHY MINING & ENERGY SHARES ARE HEADING HIGHER

Energy: US Shale growth is peaking The US Energy Information Administration (EIA) has forecast that US crude production will rise by about 500,000 b/day in 2019, which represents a sharp decline from 1.8 million b/d in 2018. As US production growth declines, prices will likely rise.

2,000

Permian

Bakken

Eagle Ford

EIA, Bloomberg January 2019

2007 20102008 20142012 2016 2018 2019

1,500

1,000

500

Productivity Decline Pumping crude from key U.S. shale plays is getting harder

barrels per rig a day

Gold Performance in 2018Oil

MSCI EAFE

Commodities

MSCI EM

Global Balanced Index

S&P 500

NASDAQ

Gold US$/oz

Global Treasuries

USD Index (DXY)

-25% -20 -15 -10 -5 0 5 10%

Source: Bloomberg, World Gold Council, January 2019

Long USD Gold

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ABOUT US

GENERAL PARTNER Terra Flow-Through GP Management Ltd. John Jacobi is the President, Chief Executive Officer and a director of Terra Flow-Through GP Management Ltd.. He has been or is also the President, CEO and a director of the Terra 2005 to 2018 and Terra 2019 Flow-Through Limited Partnerships. Mr. Jacobi also serves as a Director of TerraTundra Foundation and is President of Terra Fund Management Ltd. and Linden Mills Investments Inc. Prior to 1993, Mr. Jacobi held a number of senior management positions with high technology start-ups. Mr. Jacobi has a Bachelor of Commerce degree from Queen’s University and a Masters of Business Administration from the Ivey School of Business, Western University.

PORTFOLIO MANAGER Cypress Capital Management Ltd. Cypress will source and direct investments for the Partnership. Founded in 1998 in Vancouver, Cypress is a boutique money manager made up of an eight-member team of investment professionals managing over $3 billion in assets for institutional and private clients. Greg Bay, CFA is Senior Portfolio Manager for the Partnership. Mr. Bay, a co-founder and Managing Partner of Cypress, has over 30 years experience investing in the resource sector and brings established relationships in the industry, which will assist Terra in sourcing quality investments. He and his team have a particularly strong capability in the small and medium capitalization areas where the majority of flow-through offerings occur. Mr. Bay is a director of Mullen Group (TSX:MTL). Jeff Bay, CFA is Portfolio Manager for the Partnership and previously worked at GMP Securities advising on transactions and financings for intermediate and junior oil & gas companies. Mr. Bay holds a B.Comm from the Peter B. Gustavson School of Business at the University of Victoria.

ADVISORY BOARD Don W. Hunter, FCPA, FCA, ICD.D Mr. Hunter is a professional director and a retired partner of PricewaterhouseCoopers LLP (PwC). Mr. Hunter is currently Chair of the Advisory Board of Terra Fund Management Ltd, Chairman of the Independent Review Committee at CIBC Asset Management, Chairman of the Board at Knowledge First Financial and member of the appeal hearing panel for the Canadian Public Accountability Board. Mr. Hunter has been on the Accounting and Auditing Advisory panel of the Financial Services Commission of Ontario, has lectured at the University of Toronto and CPA Ontario and has participated on numerous community boards. In 2009, Mr. Hunter was elected the FCPA designation by CPA Ontario that honours members who have given outstanding service to the profession and brought distinction to it. Mr. Hunter has an MBA from York University, a B.E.Sc. (Engineering) from Western University.

SECTOR OUTLOOK

CANADIAN MINING SECTOR Over the past decade fears of a general economic slowdown have curtailed funding causing mineral exploration and development to decline at an accelerated rate. These factors and others have adversely impacted mining firms. The relative valuation of commodities as compared with equities as represented by the S&P Goldman Sachs Commodity Index to S&P 500 Ratio is at historic lows (see graph on page 3). For these reasons, the General Partner believes many mining companies are currently trading at historical lows and, at times, trading below their intrinsic value.

The General Partner believes gold bullion and gold equities are well positioned to rise in value as macroeconomic uncertainty and a weaker dollar increase demand and push up prices. The General Partner also believes other industrial metals are poised to go higher with a weaker dollar and improving demand. Increasing mergers and acquisitions activity is also likely at these valuations. All these factors lead the General Partner to believe that mineral producers provide attractive investment opportunities.

CANADIAN ENERGY SECTOR The General Partner believes expectations for supply and demand are overly bearish as supply will rise less than expected given the production bottlenecks and slowing growth in the US coupled with OPEC production cutbacks. The International Energy Agency (IEA) also expects oil demand to increase 1.4 million barrels per day (mb/d) in 2019. The General Partner believes slower US shale growth, capped OPEC production and continued demand growth opens the possibility that supply growth will slow enough for oil prices to rise.

The General Partner also believes a supply shock could occur because conventional oil developments have declined. The oil price drop in 2014 led many conventional upstream projects to be postponed or cancelled, which has caused new oil developments to plummet. The IEA in its most recent World Energy Outlook (WEO) stated if conventional oil investment doesn’t pick up then US production would need to increase 11 mb/d over 7 years for supply to meet demand, which is equivalent to adding another ‘Russia’ to the global oil balance. Additionally, with geopolitical risks continuing to threaten supply in Iran, Venezuela, Libya, Nigeria and elsewhere, the likelihood of further supply disruption and higher oil prices increases.

Although Canada, the world’s fourth-largest producer of crude oil, has missed out on a recent global recovery in energy prices the General Partner expects prices to rebound. The discount to US oil will narrow further as rail, pipeline and upgrading capacity is increased. The General Partner believes investor interest for Canadian producers will re-emerge and gain strength as the market returns to a more balanced state and access to more export markets emerges.

Terra Fund Management Ltd. • 517 Wellington St. W. Ste 402 Toronto, ON M5V 1G1 • 1.888.449.4645 • info@terrafunds.ca • terrafunds.ca

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