MRF 2004 RESOURCE LIMITED PARTNERSHIP

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1 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. PROSPECTUS Initial Public Offering March 29, 2004 $100,000,000 (maximum) (maximum 4,000,000 Units) $30,000,000 (minimum) (minimum 1,200,000 Units) MRF 2004 RESOURCE LIMITED PARTNERSHIP The Partnership: MRF 2004 Resource Limited Partnership (the "Partnership"), a limited partnership established under the laws of the Province of Ontario, proposes to issue transferable limited partnership units (the "Units") at a price of $25.00 per Unit. A subscriber whose subscription has been accepted by the General Partner (as defined below) shall become a limited partner ("Limited Partner") of the Partnership upon the amendment of the record of initial partners maintained by the General Partner. See "The Partnership" and "Details of the Offering". The General Partner: MRF 2004 Resource Management Limited (the "General Partner") is the general partner of the Partnership and has co-ordinated the organization and registration of the Partnership. The General Partner will: (i) work with the Agents (as defined below) in developing and implementing all aspects of the Partnership's communications, marketing and distribution strategies; and (ii) manage the ongoing business, investment and administrative affairs of the Partnership. Investment Objective: The Partnership's investment objective is to achieve capital appreciation and significant tax benefits to enhance after-tax returns to Limited Partners through investment in a diversified portfolio of equity securities of Canadian companies involved primarily in oil and gas, mining or renewable energy exploration and development ("Resource Companies"). The General Partner, on behalf of the Partnership, will select investments, including flow-through shares of Resource Companies ("Flow-Through Shares"), in accordance with the investment strategies and criteria outlined in this prospectus. Investment Strategy: The Partnership will endeavour to initially invest all proceeds available for investment in Flow-Through Shares of Resource Companies that: (i) have experienced and capable senior management; (ii) have a strong exploration program in place; (iii) represent good relative value to their peer group and the underlying value of the Resource Company's shares; and (iv) offer potential for future growth on a per share basis. Limited Partners will be entitled to claim certain deductions from income and may be entitled to certain investment tax credits deductible from tax payable for income tax purposes, which will apply predominantly to the 2004 tax year. The General Partner will proactively manage the Partnership's investment portfolio which may involve the sale of Flow-Through Shares and other securities and the reinvestment of the net proceeds from such dispositions. The General Partner will use its reasonable best efforts to invest any net proceeds from the disposition of Flow-Through Shares in other Flow-Through Shares. To the extent that such reinvestment in Flow-Through Shares is not possible, the General Partner may invest such proceeds in equity or equity-linked securities of Resource Companies which do not constitute Flow-Through Shares if, in the opinion of the General Partner, it is in the best interests of the

2 Partnership to do so. See "Details of the Offering Investment Objective and Strategy" and "Canadian Federal Income Tax Considerations". Mutual Fund Rollover Transaction and Termination of the Partnership: On or about May 18, 2006, the Partnership will be dissolved and the Limited Partners will receive their pro rata share of the net assets of the Partnership. In order to provide Limited Partners with enhanced liquidity through the ability to redeem mutual fund shares at net asset value and to provide the potential for long-term growth of capital, it is the current intention of the General Partner that the Partnership enter into an agreement with Middlefield Mutual Funds Limited (the "Mutual Fund"), an open end mutual fund, whereby assets of the Partnership would be exchanged on a tax-deferred basis for redeemable shares of the Growth Class of the Mutual Fund on or about April 1, Upon dissolution, Limited Partners would then receive their pro rata share of the shares of the Growth Class of the Mutual Fund. The completion of such arrangement would be subject to the receipt of any regulatory approvals that may be necessary. There can be no assurance that any such arrangement will receive the necessary regulatory approvals. If such an arrangement is not established, at the time of the dissolution of the Partnership, its assets will consist primarily of cash and shares of Resource Companies. See "Details of the Offering - Transfer of Partnership Assets and Dissolution". Middlefield Capital Corporation (formerly, Middlefield Securities Limited), one of the Agents (as defined below) and an affiliate of the General Partner, may be considered to be a "connected issuer" and a "related issuer" of the Partnership under Canadian securities legislation. See "Management Interest of Management and Middlefield in Material Transactions". PRICE: $25.00 PER UNIT MINIMUM SUBSCRIPTION: $2,500 (One Hundred Units) Number Price to Agents' Proceeds to of Units Public (1) Fee (2) the Partnership (3) Per Unit 1 $25 $ $25 Maximum Issue 4,000,000 $100,000,000 $6,750,000 $100,000,000 Minimum Issue 1,200,000 $30,000,000 $2,025,000 $30,000,000 (1) The price of the Units has been determined by agreement between the Partnership and the Agents. (2) The Agents' fee, which will be paid by the Partnership from monies made available under the Loan Facility referred to under "Management Loan Facility", is not deductible in computing income of the Partnership pursuant to the Income Tax Act (Canada) (the "Tax Act") for the fiscal period ending December 31, (3) The expenses of issue, excluding the Agents' fee, which are payable by the Partnership are estimated at $500,000 in the case of the maximum offering and $300,000 in the case of the minimum offering. These amounts, which will be paid from monies made available under the Loan Facility referred to under "Management Loan Facility", are not deductible in computing income of the Partnership pursuant to the Tax Act for the fiscal period ending December 31, THIS IS A SPECULATIVE OFFERING. There is no market through which these Units may be sold and none is expected to develop. Purchasers may not be able to resell the Units purchased under this prospectus. The Flow-Through Shares may be issued to the Partnership at prices greater than the market prices of such shares and will be subject to resale restrictions. There is no assurance that an adequate market will exist for shares acquired by the Partnership or the Limited Partners on dissolution of the Partnership due to fluctuations in trading volumes and prices and a portion of the Partnership's investment portfolio may consist of equity investments in private enterprises. An investment in Units involves a high degree of risk and should only be considered by those persons who can afford a loss of their investment. The Units are most suitable for an investor whose income is subject to the highest marginal income tax rate. See "Canadian Federal Income Tax Considerations". There are certain risks inherent in resource exploration. Limited Partners could lose their limited liability in certain circumstances. The General Partner has nominal assets. Investors who are not willing to rely on the discretion of the General Partner should not purchase Units. Subscribers should consult their own professional advisers to assess the income tax, legal and other aspects of the investment. See "Risk Factors". The General Partner has an undivided 0.01% interest in the Partnership. Pursuant to the terms and conditions contained in the Management Agreement referred to under "Management Fees and Expenses", the General Partner will be entitled to receive a fee per annum equal to 2% of the net asset value of the ii

3 Partnership, calculated and payable monthly in arrears. In addition, the General Partner will be entitled to receive a performance bonus, in respect of each fiscal year, equal to 20% of the amount by which the net asset value, excluding the effect of distributions, of the Partnership exceeds an annualized return of 12%. See "Management-Fees and Expenses". The General Partner is a wholly-owned subsidiary of Middlefield Group Limited, one of the promoters of the Partnership, and is an affiliate of Middlefield Capital Corporation, one of the Agents in this offering. Some directors and officers of the General Partner are also directors and/or officers of its affiliates. See "Management", "Plan of Distribution" and "Conflicts of Interest". The federal tax shelter identification number in respect of the Partnership is TS and the Quebec tax shelter identification number in respect of the Partnership is QAF The identification number issued for this tax shelter shall be included in any income tax return filed by the investor. Issuance of the identification number is for administrative purposes only and does not in any way confirm the entitlement of an investor to claim any tax benefits associated with the tax shelter. We, as Agents, conditionally offer these Units for sale on a best efforts basis, subject to prior sale, if, as and when issued and delivered by the General Partner on behalf of the Partnership in accordance with the conditions contained in the Agency Agreement referred to under "Plan of Distribution" and subject to approval of certain legal matters on behalf of CIBC World Markets Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc., National Bank Financial Inc., Canaccord Capital Corporation, First Associates Investments Inc., HSBC Securities (Canada) Inc., Raymond James Ltd., Dundee Securities Corporation, Wellington West Capital Inc., Desjardins Securities Inc., GMP Securities Ltd., Haywood Securities Inc., Middlefield Capital Corporation, Research Capital Corporation and TWC Securities Inc. (the "Agents") by McCarthy Tétrault LLP and on behalf of the Partnership, the General Partner and Middlefield Group Limited by Davies Ward Phillips & Vineberg LLP, Toronto. Subscriptions for Units will be received subject to acceptance or rejection in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that the initial closing (the "Initial Closing") will take place on or about April 14, 2004 but, in any event, not later than April 30, The Initial Closing is conditional upon receipt of subscriptions for the minimum number of Units. The Agents will hold funds received from investors and if the Initial Closing has not occurred on or before April 30, 2004, the offering by the Partnership will be withdrawn and the subscription price will be refunded to the subscribers without interest or deduction. If less than the maximum number of Units is subscribed for at the Initial Closing, subsequent closings may be held on or before May 31, Certificates evidencing the Units (if requested by a subscriber) are expected to be available for delivery within two weeks following the final closing of this offering. An investor who purchases Units will receive a customer confirmation from the registered dealer from or through whom the Units are purchased. iii

4 TABLE OF CONTENTS SUBSCRIPTION PROCEDURE...3 PROSPECTUS SUMMARY...4 FINANCIAL ASPECTS FOR LIMITED PARTNERS...11 THE PARTNERSHIP...14 DETAILS OF THE OFFERING...14 Investment Objective and Strategy...14 Distributions and Allocations...15 Investment Criteria...15 Transfer of Partnership Assets and Dissolution...16 The Mutual Fund...17 ELIGIBILITY FOR INVESTMENT...18 MANAGEMENT...18 Management of the General Partner...18 MRF 1999 Limited Partnership...21 MRF 1999 II Limited Partnership...21 MRF 2000 Limited Partnership...21 MRF 2001 Limited Partnership...21 MRF 2001 II Limited Partnership...21 MRF 2002 Limited Partnership...22 MRF 2002 II Limited Partnership...22 MRF 2003 Limited Partnership...22 MRF 2003 II Resource Limited Partnership...22 Explorer Flow-Through Limited Partnership...22 Interest of Management and Middlefield in Material Transactions...24 Fees and Expenses...25 Loan Facility...25 Calculation of Net Asset Value...25 USE OF PROCEEDS...26 RESOURCE AGREEMENTS...27 PLAN OF DISTRIBUTION...28 CONDITIONS OF CLOSING...28 SUMMARY OF THE PARTNERSHIP AGREEMENT...28 Units...29 Net Income and Loss...29 Allocation of Eligible Expenditures...29 Distributions...30 Functions and Powers of the General Partner...30 Accounting and Reporting...30 Limited Liability...31 Dissolution...31 Transfer of Units...32 Meetings...32 Amendments...32 Power of Attorney...33 CONFLICTS OF INTEREST...33 RISK FACTORS...33 General...33 Tax-Related...35 CANADIAN FEDERAL INCOME TAX CONSIDERATIONS...36 Introduction...36 Highlights...37 Canadian Exploration Expense...37 Flow-Through Mining Expenditure Investment Tax Credit...38 Computation of Income of Limited Partners...39 Income Tax Instalments...40 Disposition of Units in the Partnership...40 Dissolution of the Partnership...41 Alternative Minimum Tax...42 Tax Shelter...42 MATERIAL CONTRACTS...42 PROMOTERS...42 LEGAL MATTERS...42 AUDITORS, TRANSFER AGENT AND REGISTRAR...43 PURCHASER'S STATUTORY RIGHTS...43 AUDITORS' REPORT - PARTNERSHIP...44 AUDITORS' REPORT - GENERAL PARTNER...46 AUDITORS' CONSENT...48 CERTIFICATES...49 CERTIFICATE OF THE AGENTS...50 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT...51 iv

5 SUBSCRIPTION PROCEDURE An investor who wishes to subscribe for Units must, subject to a minimum subscription of one hundred units, pay the amount due on closing ($25.00 per Unit subscribed for) either by direct debit from the investor's brokerage account or by cheque made payable to the investor's Agent or the Partnership. Prior to the Initial Closing, all cheques and bank drafts will be held by the Agents. No cheques or bank drafts will be cashed prior to the Initial Closing or any subsequent closing in respect of which the investor's subscription is accepted by the General Partner. Subscriptions in excess of the minimum subscription of one hundred Units ($2,500) may be made in multiples of one Unit ($25.00). THE ACCEPTANCE BY THE GENERAL PARTNER OF A SUBSCRIBER'S OFFER TO PURCHASE UNITS, WHETHER IN WHOLE OR IN PART, CONSTITUTES A SUBSCRIPTION AGREEMENT BETWEEN THE SUBSCRIBER AND THE PARTNERSHIP UPON THE TERMS AND CONDITIONS SET OUT IN THE PROSPECTUS AND IN THE PARTNERSHIP AGREEMENT, whereby the subscriber, among other things: (i) irrevocably authorizes the Agents to provide certain information to the General Partner, including such subscriber's full name, residential address or address for service, social insurance number or the corporation account number, as the case may be, and the name and registered representative number of the representative of the Agent responsible for such subscription and covenants to provide such information to the Agents; (ii) acknowledges that he, she or it is bound by the terms of the Partnership Agreement and is liable for all obligations of a Limited Partner; (iii) makes the representations and warranties, including without limitation, representations and warranties as to his, her or its residency and limited recourse financing, set out in the Partnership Agreement; (iv) irrevocably nominates, constitutes and appoints the General Partner as his, her or its true and lawful attorney with the full power and authority as set out in the Partnership Agreement; (v) irrevocably authorizes the General Partner to transfer the assets of the Partnership to Middlefield Mutual Funds Limited (the "Mutual Fund") and implement the dissolution of the Partnership in connection with any such transfer of the assets of the Partnership to the Mutual Fund; and (vi) irrevocably authorizes the General Partner to file all elections deemed necessary or desirable by the General Partner to be filed under the Tax Act and any other applicable tax legislation in respect of any transaction with the Mutual Fund or the dissolution of the Partnership. The Partnership Agreement includes representations, warranties and covenants on the part of the subscriber that he, she or it is not a "nonresident" for purposes of the Tax Act, that he, she or it will maintain such status during such time as Units are held by him, her or it and that payment of the subscription price for such Limited Partner's Units was not financed through indebtedness for which recourse is or is deemed to be limited within the meaning of the Tax Act. The foregoing subscription agreement shall be evidenced by delivery of the Prospectus to the subscriber, provided that the subscription has been accepted by the General Partner on behalf of the Partnership. Joint subscriptions for Units will be accepted. A subscriber whose subscription is accepted by the General Partner will become a Limited Partner of the Partnership upon the amendment of the record of limited partners maintained by the General Partner. If a subscription is withdrawn or is not accepted by the General Partner, all documents will be returned to the subscriber within 15 days following such withdrawal or rejection. 3

6 PROSPECTUS SUMMARY The following is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements appearing elsewhere in this prospectus. Issuer: Maximum Issue: Minimum Issue: Price: Minimum Subscription: General Partner: Limited Partners: Investment Objective: Investment Strategy: MRF 2004 Resource Limited Partnership ("Partnership"). $100,000,000 (4,000,000 Units). $30,000,000 (1,200,000 Units). $25.00 per Unit. 100 Units. MRF 2004 Resource Management Limited ("General Partner"). A subscriber whose subscription is accepted by the General Partner shall become a limited partner ("Limited Partner") of the Partnership upon the amendment of the record of limited partners maintained by the General Partner. The Partnership's investment objective is to achieve capital appreciation and significant tax benefits to enhance after-tax returns to Limited Partners through investment in a diversified portfolio of equity securities of Canadian companies involved primarily in oil and gas, mining or renewable energy exploration and development ("Resource Companies"). The General Partner, on behalf of the Partnership, will select investments, including flow-through shares of Resource Companies ("Flow-Through Shares"), in accordance with the investment strategies and criteria outlined in this prospectus. The Partnership will endeavour to initially invest all proceeds available for investment in Flow-Through Shares of Resource Companies that: (i) have experienced and capable senior management; (ii) have a strong exploration program in place; (iii) represent good relative value to their peer group and the underlying value of the Resource Company's shares; and (iv) offer potential for future growth on a per share basis. In order to enhance the after-tax returns to Limited Partners, the Partnership will endeavour to invest the proceeds of the issue, after deducting administrative costs, interest costs and management fees payable prior to December 31, 2004, ("Available Funds") in Flow- Through Shares such that Limited Partners will be entitled to claim certain deductions from income and may be entitled to certain investment tax credits deductible from tax payable for income tax purposes, which will apply predominantly to the 2004 tax year. Subject to the terms of the Loan Facility (as defined herein), any Available Funds not committed by the Partnership to purchase Flow-Through Shares on or before December 31, 2004 that are in excess of outstanding bank indebtedness at that date will be returned to the Limited Partners of record on December 31, 2004 by January 31, 2005 together with interest earned thereon from the date that the applicable funds were paid to the Partnership by Limited Partners. In the event that a Resource Company is unable to incur sufficient expenditures to enable it to issue the maximum number of Flow-Through Shares issuable to the Partnership pursuant to a Resource Agreement (as defined below), the Partnership may invest all or any portion of the unexpended Available Funds that have been committed to that Resource Company to purchase common shares issued by it or make an investment in any other Resource Company if, in the opinion of the General Partner: (i) it is in the best interests of the Partnership to do so; and (ii) making such an investment would be consistent with the investment 4

7 objectives, investment strategy and investment criteria of the Partnership. The securities acquired by the Partnership may or may not constitute Flow-Through Shares. The General Partner will proactively manage the Partnership's investment portfolio which may involve the sale of Flow-Through Shares and other securities and the reinvestment of the net proceeds from such dispositions. The General Partner will use its reasonable best efforts to invest any net proceeds from the disposition of Flow- Through Shares in other Flow-Through Shares. To the extent that such reinvestment in Flow-Through Shares is not possible, the General Partner may invest such proceeds in equity or equity-linked securities of Resource Companies which do not constitute Flow- Through Shares ("Other Equity Securities") if, in the opinion of the General Partner, it is in the best interests of the Partnership to do so. Investment Criteria: The General Partner anticipates that it will invest the Available Funds and any net proceeds realized by the Partnership from the sale of Flow-Through Shares or Other Equity Securities in a portfolio of companies involved primarily in oil and gas, mining or renewable energy exploration and development. In entering into any agreement between the Partnership and a Resource Company pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares offered as part of a unit) or an agreement by the Partnership to otherwise invest in or purchase Other Equity Securities, including a trade made through the facilities of a stock exchange or other market ("Resource Agreements"), the factors and constraints that will be considered and, if applicable, adhered to by the General Partner include the following: (i) (ii) (iii) (iv) (v) (vi) the Partnership will primarily invest in Resource Companies whose common shares are publicly traded; however, up to 10% of the Net Asset Value of the Partnership may be invested in securities of Resource Companies whose common shares are not publicly traded; the General Partner's judgment regarding the experience of management, past production and exploration results, the financial condition of and the relative value and liquidity of the shares of the Resource Company. Experience of management will be considered on a general overall basis, including the number of officers or directors who have experience or expertise in the resource area; acceptable pricing of Flow-Through Shares or Other Equity Securities, as applicable; the Partnership will invest no more than 10% of its Net Asset Value in any one Resource Company; provided, however, that the Partnership may invest up to 20% of its Net Asset Value in any one Resource Company with a market capitalization of more than $100,000,000; at least 90% of the Partnership's Net Asset Value will be invested in Resource Companies whose common shares are listed and posted for trading on The Toronto Stock Exchange (the "TSX") or the TSX Venture Exchange, provided that at least one-half of such invested amount shall be invested in Resource Companies whose common shares are listed and posted for trading on the TSX; at least 50% of the Partnership's Net Asset Value will be invested in Resource Companies whose common shares have a market capitalization of at least $50,000,000; 5

8 (vii) (viii) (ix) the Partnership will not invest in securities issued by any Resource Company if the Resource Company is related to Middlefield Group Limited and its subsidiaries and affiliates (collectively, as applicable, "Middlefield"); the Partnership will not purchase securities other than through normal market facilities unless the purchase price of those securities approximates the prevailing market price or is negotiated or established with Resource Companies who are not related to Middlefield; and the Partnership will not invest in securities issued by any Resource Company if, after giving effect to such investment, the Partnership would own more than 10% of any class of securities of such Resource Company. The General Partner will consider engineering reports made available to it in making an investment decision but will not necessarily require an engineering report to be provided by a Resource Company. Companies comprising the Middlefield group of companies, their directors and senior officers and other partnerships and investment funds managed by Middlefield may own shares in certain Resource Companies. In addition, certain directors and officers of Middlefield may be or may become directors of certain Resource Companies in which the Partnership invests. See "Conflicts of Interest". Use of Proceeds: This a blind pool offering. The Partnership will endeavour to use the gross proceeds from the sale of Units approximately as follows: Maximum Minimum Offering Offering Gross proceeds $100,000,000 $30,000, Partnership fees and expenses $1,583,468 $537,920 Available Funds $98,416,532 $29,462,080 The Partnership will use the gross proceeds available to the Partnership to: (i) subscribe for Flow-Through Shares; and (ii) fund the ongoing management fees, interest costs and administrative costs that are payable and expected to be fully deductible in computing income of the Partnership pursuant to the Income Tax Act (Canada) (the "Tax Act") for the fiscal period ending December 31, Fees and Expenses: Performance Bonus: Pursuant to the terms and conditions of the Management Agreement, the General Partner will be entitled to receive a fee per annum equal to 2% of the Net Asset Value of the Partnership, calculated and payable monthly in arrears. The General Partner will not otherwise charge any fees and will not charge for its overhead or other internal expenses other than reasonable costs related to maintaining the register of the Partnership and preparation and distribution of financial statements and other documents sent to Limited Partners. It is the current intention of the General Partner to contract with a person (which may include an affiliate of the General Partner) to carry out any of the duties of the General Partner under the Management Agreement or the Partnership Agreement, and to delegate to such person any power and authority of the General Partner, but no such contract or delegation will relieve the General Partner of any of its obligations under the Management Agreement or the Partnership Agreement. The General Partner also has a 0.01% beneficial interest in the Partnership. Pursuant to the terms and conditions of the Management Agreement, in respect of each fiscal year, a performance bonus (the "Performance Bonus") equal to 20% of the amount by which the Net Asset Value of the Partnership exceeds a threshold annualized increase of 12% will be paid to the General Partner. The Performance Bonus will be calculated on the last day of each fiscal year of the Partnership based on the cumulative 6

9 increase in the Net Asset Value, excluding the effect of distributions, if any, to partners. For the purpose of calculating the Performance Bonus, to the extent that the increase in the Net Asset Value in any given year does not exceed the threshold, then the amount by which such increase falls below the threshold will be carried forward and deducted from the amount of any increase in the Net Asset Value based on which the Performance Bonus is calculated in subsequent years. Any Performance Bonus payable shall accrue until such time as the investment portfolio of the Partnership generates sufficient cash to pay the accrued Performance Bonus. See "Management - Fees and Expenses". Loan Facility: Allocations: Distributions: Mutual Fund Rollover Transaction and Termination of the Partnership: Prior to the closing of this offering, the Partnership will enter into a loan facility (the "Loan Facility") with one or more Canadian Schedule I chartered banks (collectively, the "Lender"). The Loan Facility will permit the Partnership to borrow an amount not exceeding 11% of the total gross proceeds of this offering (the "Gross Proceeds"), which will solely be used to finance expenses incurred by the Partnership, in order to maximize the allocation of Gross Proceeds towards the purchase of Flow-Through Shares. The interest rates, fees and expenses under the Loan Facility will be typical of credit facilities of this nature and the Partnership expects that the Lender will require the Partnership to provide a security interest in the assets held by the Partnership in favour of the Lender to secure such borrowings. Prior to dissolution of the Partnership, all amounts outstanding under the Loan Facility, including all interest accrued thereon, will be repaid in full. See "Management - Loan Facility". For each fiscal year of the Partnership, 99.99% of the net income of the Partnership, 100% of the net loss of the Partnership and 100% of any Eligible Expenditures renounced to the Partnership with an effective date in such fiscal year will be allocated pro rata among the Limited Partners who are registered holders of Units on the last day of such fiscal year. 0.01% of the net income of the Partnership for each fiscal year of the Partnership will be allocated to the General Partner. On dissolution Limited Partners are entitled to 99.99% of the assets of the Partnership and the General Partner is entitled to 0.01% of such assets. Subject to the terms of the Loan Facility, cash distributions representing 50% of the net taxable capital gains, if any, realized by the Partnership during calendar year 2004 in connection with the disposition of Flow-Through Shares, where such disposition proceeds were not reinvested in other Flow-Through Shares during calendar year 2004, will be made on or before April 29, 2005 to the Limited Partners who are the registered holders of Units on December 31, 2004 and to the General Partner. Such distributions will not be made to the extent that the General Partner determines, in its sole discretion, that it would be disadvantageous for the Partnership to make such distributions (including circumstances where the Partnership lacks the available cash). On or about May 18, 2006, the Partnership will be dissolved and the Limited Partners will receive their pro rata share of the net assets of the Partnership. It is the current intention of the General Partner that the Partnership enter into an agreement with the Mutual Fund, an open end mutual fund, whereby assets of the Partnership would be exchanged on a tax-deferred basis for redeemable shares of the Growth Class of the Mutual Fund on or about April 1, Upon dissolution, Limited Partners would then receive their pro rata share of the shares of the Growth Class of the Mutual Fund on a tax-deferred basis. The completion of such arrangement would be subject to the receipt of any regulatory approvals that may be necessary. There can be no assurance that any such arrangement will receive the necessary regulatory approvals. If such an arrangement is not established, at the time of dissolution of the Partnership its assets will consist primarily of cash and shares of Resource Companies. See "Details of the Offering - Transfer of Partnership Assets and Dissolution". 7

10 The General Partner has been granted all necessary power, on behalf of the Partnership and each Limited Partner, to transfer the assets of the Partnership to the Mutual Fund and implement the dissolution of the Partnership thereafter and to file all elections deemed necessary or desirable by the General Partner to be filed under the Tax Act and any other applicable tax legislation in respect of any transaction with the Mutual Fund or the dissolution of the Partnership, without any authorization by the Limited Partners in respect thereof other than the irrevocable authorization of the General Partner to do so given by each Limited Partner pursuant to the subscription agreement and power of attorney. Federal Income Tax Considerations: In general, a taxpayer (other than a principal-business corporation) who is a Limited Partner at the end of a fiscal year of the Partnership may, subject to the "at-risk" and limited recourse financing rules, deduct in computing his, her or its income for his, her or its taxation year in which the fiscal year of the Partnership ends an amount equal to 100% of Eligible Expenditures renounced to the Partnership and allocated to him by the Partnership in respect of the fiscal year and, if an individual, may receive a 15% federal tax credit for such allocated and renounced CEE that is incurred before 2005 in qualifying mining exploration activities. In the event that the arrangement with the Mutual Fund described under "Termination of the Partnership" above is not established, it is anticipated that, following the dissolution of the Partnership, each Limited Partner will acquire his pro rata share of the shares of Resource Companies then held by the Partnership on a tax-deferred basis. Such shares will have a nominal cost for tax purposes except to the extent that the Partnership has acquired shares that are not Flow- Through Shares. See "Canadian Federal Income Tax Considerations". Each subscriber should satisfy himself, herself or itself as to the federal and provincial tax consequences of this investment by obtaining advice from his, her or its tax adviser. Eligibility for Investment: Risk Factors: In the opinion of Davies Ward Phillips & Vineberg LLP, Toronto, and McCarthy Tétrault LLP, the Units are not qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans and registered education savings plans and will constitute "foreign property" under Part XI of the Tax Act. See "Eligibility for Investment". An investment in the Units entails various risk factors including: (i) (ii) (iii) (iv) (v) (vi) there is currently no market through which the Units may be sold and purchasers may not be able to resell their Units purchased under this Prospectus. No market for the Units is expected to develop; those risks inherent in exploration for natural resources and the speculative nature of the business activities of the Resource Companies; potential loss of limited liability for Limited Partners; concentration in the portfolio of Flow-Through Shares held by the Partnership; the Flow-Through Shares may be issued to the Partnership at prices greater than the market prices of such shares and will be subject to resale restrictions; possible legislative or administrative changes with respect to the tax treatment of limited partnerships and the expenses incurred under the Resource Agreements for the purchase of Flow-Through Shares; 8

11 (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) (xviii) the possibility that Resource Companies will not renounce Eligible Expenditures equal to the Available Funds and that amounts renounced under Resource Agreements, for the purchase of Flow-Through Shares, will not be Eligible Expenditures; reliance on the discretion of the General Partner in selecting and investing in Resource Companies, in deciding to dispose of Flow-Through Shares or Other Equity Securities held by the Partnership and in determining the manner in which any proceeds realized by the Partnership from the sale of Flow-Through Shares or Other Equity Securities will be reinvested; the General Partner has nominal assets; Units are most suitable for an investor whose income is subject to the highest marginal income tax rate; Middlefield acts and may in the future act as investment manager for a number of funds and limited partnerships that engage or may engage in the same business activities or pursue the same investment opportunities as the Partnership. Certain conflicts may arise from time to time in the management of such funds or limited partnerships and in assessing suitable investment opportunities; the possibility that, should any Limited Partner be a non-resident of Canada at the time of the dissolution of the Partnership, the dissolution may not be effected on a tax-deferred basis; the value of Units will vary in accordance with the value of the Flow-Through Shares or Other Equity Securities acquired by the Partnership. Fluctuations in the market values of such Flow-Through Shares or Other Equity Securities may occur for a number of reasons beyond the control of the General Partner or the Partnership and there is no assurance that an adequate market will exist for Flow-Through Shares or Other Equity Securities acquired by the Partnership or the Limited Partners on dissolution of the Partnership due to fluctuations in trading volumes and prices and a portion of the Partnership's investment portfolio may consist of equity investments in private enterprises which may be illiquid; the Net Asset Value per Unit at the final closing of this offering may differ from the initial offering price; the General Partner will consider engineering reports but will not necessarily require such reports to be provided by a Resource Company; the income tax deductions allocated by the Partnership in respect of a particular fiscal year will only be allocated to investors who hold Units at the end of the fiscal year of the Partnership; Limited Partners may be allocated taxable capital gains by the Partnership without receiving distributions from the Partnership where the General Partner determines that it would be disadvantageous to the Partnership to make distributions; the interest expense and banking fees incurred in respect of the Loan Facility may exceed the incremental capital gains and tax benefits generated by the incremental investment in Flow-Through Shares. There can be no assurance 9

12 that the borrowing strategy employed by the Partnership will enhance returns; and (xix) there are no assurances that an arrangement will be implemented to transfer the assets of the Partnership to the Growth Class of the Mutual Fund in exchange for shares of the Growth Class of the Mutual Fund (the "Transfer Transaction"). In such circumstances, an alternative transaction (including the dissolution of the Partnership) may not be available on a tax-deferred basis or a Limited Partner's investment may be less liquid. Should the Transfer Transaction occur as contemplated and should switching be requested by Growth Class shareholders, the Growth Class of the Mutual Fund may be required to sell investments to accommodate such switch requests. Generally, a switch from one class of shares to another within the Mutual Fund can be effected on a tax-deferred basis. However, the tax-deferral benefit associated with switching among classes of the Mutual Fund may be lessened due to the realization of capital gains from the sale of investments with a zero adjusted cost base that have been transferred from the Partnership to the Mutual Fund. Investors should consult their own professional advisers to assess the income tax, legal and other aspects of the investment. Also see "Risk Factors" and "Conflicts of Interest". 10

13 FINANCIAL ASPECTS FOR LIMITED PARTNERS The following tables set forth certain financial aspects for a Limited Partner who is an individual (other than a trust), who has invested $1,000 in the Partnership and whose income is subject to the highest marginal income tax rate after giving effect to all applicable deductions. The derivation of the tables (and the related notes and assumptions) are consistent with the contents of the tax opinion provided under the heading "Canadian Federal Income Tax Considerations". The calculations are based on the estimates and assumptions set forth in the notes below the table and the actual tax savings, money at risk and portfolio value of Flow-Through Shares may be different than shown below. The figures set forth are not a representation regarding the future value of Units. These figures are for illustrative purposes only and are not intended as a forecast of future events. There is no assurance that such figures will in fact be realized. Estimates per $1,000 Investment Assuming an Offering Size of $100,000,000 Year CEE Deductions Other Deductions Total Deductions Capital Gains 2004 $984 $16 $1, $34 $34 $ and beyond - $65 $65 $7 $984 $115 $1,099 1 $ The deductions are expected to exceed the amount invested because the Loan Facility will be used to pay certain expenses in 2004 which: (a) enables that amount to be invested in flowthrough shares to generate additional CEE deductions in 2004; and (b) defers deductibility of these expenses until the Loan Facility is repaid. 2 Capital gains are expected to be realized upon the sale of flow-through shares to repay the Loan Facility in Highest Marginal Tax Rates Year B.C. Alta. Sask. Man. Ont. Que. N.S. N.B. P.E.I. Nfld. Yukon 2004 (3) 43.70% 39.00% 44.00% 46.40% 46.41% 48.22% 45.69% 46.84% 47.37% 48.64% 42.40% 2005 and beyond (3) 43.70% 39.00% 44.00% 46.40% 46.41% 48.22% 45.69% 46.84% 47.37% 48.64% 42.40% Breakeven Calculation Assuming an Offering Size of $100,000,000 B.C. Alta. Sask. Man. Ont. Que. N.S. N.B. P.E.I. Nfld. Yukon Investment $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Taxes on Capital Gains (4) Less: Tax Savings (1)(2)(5)(6) Money at Risk (7) $542 $591 $539 $513 $513 $494 $521 $508 $503 $490 $555 Breakeven Proceeds $694 $734 $691 $668 $668 $651 $675 $663 $659 $647 $704 of Disposition (8) Breakeven Calculation Assuming an Offering Size of $30,000,000 B.C. Alta. Sask. Man. Ont. Que. N.S. N.B. P.E.I. Nfld. Yukon Investment $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Taxes on Capital Gains (4) Less: Tax Savings (1)(2)(5)(6) Money at Risk (7) $539 $589 $536 $512 $511 $492 $518 $507 $501 $488 $554 Breakeven Proceeds $690 $732 $687 $667 $665 $648 $671 $662 $656 $645 $703 of Disposition (8) 11

14 Notes and Assumptions: (1) The Partnership will incur costs which it will deduct for income tax purposes, namely the Agents' fee, the expenses of issue, management fees, interest costs and administrative costs. To the extent the Partnership borrows to pay any of the costs, the unpaid principal amount will be deemed to be a limited recourse amount of the Partnership and such costs will generally not be deductible until the borrowed amount is repaid, at which time the expense will be deemed to have been incurred to the extent of the amount repaid. These tables assume that the Partnership will realize sufficient capital gains to permit it to repay all amounts borrowed by the Partnership prior to dissolution. On this basis expenses will be deducted as follows: Taxation Year and Beyond Agents' fee... 0% 100% Expenses of issue... 0% 100% Management fees... 35% 65% Interest Costs... 60% 40% Administrative costs... 39% 61% (2) Assumes that the entire proceeds of the issue, after deducting administrative costs, interest costs and management fees that are payable and expected to be fully deductible in computing income of the Partnership pursuant to the Tax Act for the fiscal period ending on December 31, 2004, are expended on Eligible Expenditures by Resource Companies which will be renounced to the Partnership with an effective date in Assumes the Partnership will borrow to pay the Agents' fee, expenses of the issue and certain interest costs, administrative costs and management fees. Assumes expenses of issue, excluding Agents' fee, for an offering size of $100,000,000 and $10,000,000, respectively, of $500,000 and $300,000, respectively. Assumes also for the purpose of these calculations that no mining exploration investment tax credit is utilized; however, the money at risk may be reduced and the breakeven proceeds of disposition may be decreased if the Partnership invests in Flow-Through Shares of Resource Companies engaged in Canadian mining exploration. See "Canadian Federal Income Tax Considerations - Flow-Through Mining Expenditure Investment Tax Credit". (3) The highest marginal tax rates used are based on current federal, provincial and territorial rates and existing proposals for 2004 and It is assumed that the highest marginal tax rates for taxation years beyond 2005 will be the same as those for Future federal, provincial or territorial budgets may modify these rates and, consequently, the tax savings. (4) The capital gains tax takes into account capital gains realized on the sale of assets of the Partnership in order to repay money borrowed to pay the Agents' fee, expenses of the issue and certain interest costs, administrative costs and management fees. (5) The tax savings are calculated by multiplying the total estimated income tax deductions for each year by the assumed highest marginal tax rate for that year. (6) Assumes that the Limited Partner is not liable for the alternative minimum tax. See "Canadian Federal Income Tax Considerations - Alternative Minimum Tax". (7) Money at risk is calculated as the total investment less all income tax savings from deductions. (8) The breakeven proceeds of disposition represents the amount an investor must receive such that, after paying capital gains tax, the investor would recover his money at risk. (9) Assumes that recourse for any financing by a Limited Partner of the subscription price for Units is not limited and is not deemed to be limited. See "Canadian Federal Income Tax Considerations - Computation of Income of Limited Partners". 12

15 (10) Assumes no Eligible Expenditures are incurred in Québec by Resource Companies. (11) The figures in the foregoing tables may not add due to rounding. In order to qualify for income tax deductions allocated by the Partnership in respect of a particular year, a subscriber must be a Limited Partner at the end of such year. Units are most suitable for an investor whose income is subject to the highest marginal income tax rate. Subscribers should be aware that these calculations are based on estimates and assumptions which cannot be represented to be complete or accurate in all respects. The calculations do not take into account the time value of money. Any present value calculation should take into account the timing of cash flows, the subscriber's present and future tax position and any change in the market value of the portfolio of Flow-Through Shares held by the Partnership. The above table was prepared by the General Partner and is not based on an independent opinion rendered by an accountant or lawyer. 13

16 THE PARTNERSHIP MRF 2004 Resource Limited Partnership was formed under the laws of the Province of Ontario on January 16, The general partner of the Partnership is MRF 2004 Resource Management Limited ("General Partner"), a corporation incorporated on January 9, 2004 under the provisions of the Business Corporations Act (Ontario) ("OBCA"). The principal place of business of the Partnership and the registered office of the General Partner is 1 First Canadian Place, the 58th Floor, P.O. Box 192, Toronto, Ontario M5X 1A6. The sole limited partner of the Partnership as at the date hereof is Middlefield Group Limited, an affiliate of the General Partner. The General Partner does not have any subsidiary corporations. Investment Objective and Strategy DETAILS OF THE OFFERING The Partnership has been formed to achieve capital appreciation and significant tax benefits to enhance after-tax returns to Limited Partners through investment in a diversified portfolio of equity securities of Canadian companies involved primarily in oil and gas, mining or renewable energy exploration and development ("Resource Companies"). The General Partner, on behalf of the Partnership, will select investments, including flow-through shares of Resource Companies ("Flow-Through Shares"), in accordance with the investment strategies and criteria outlined herein. The Partnership will endeavour to initially invest all proceeds available for investment in Flow-Through Shares of Resource Companies that: (i) have experienced and capable senior management; (ii) have a strong exploration program in place; (iii) represent good relative value to their peer group and the underlying value of the Resource Company's shares; and (iv) offer potential for future growth on a per share basis. In order to enhance the after-tax returns to Limited Partners, the Partnership will initially invest the proceeds of the issue, after deducting administrative costs, interest costs and management fees payable prior to December 31, 2004, ("Available Funds") in Flow-Through Shares such that Limited Partners will be entitled to claim certain deductions from income and may be entitled to certain investment tax credits deductible from tax payable for income tax purposes, which may apply predominantly to the 2004 tax year. Subject to the terms of the Loan Facility (as defined herein), any Available Funds not committed by the Partnership to purchase Flow-Through Shares on or before December 31, 2004 that are in excess of outstanding bank indebtedness at that date will be returned to the Limited Partners of record on December 31, 2004 by January 31, 2005 together with interest earned thereon from the date that the applicable funds were paid to the Partnership by Limited Partners. The Partnership will enter into certain agreements with Resource Companies pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares offered as part of a unit) or any agreements by the Partnership to otherwise invest in or purchase Other Equity Securities, including a trade made through the facilities of a stock exchange or other market ("Resource Agreements"). Under the terms of each Resource Agreement for the purchase of Flow-Through Shares, the Partnership will subscribe for Flow-Through Shares issued from treasury of the Resource Company and the Resource Company will incur and renounce to the Partnership, in an amount equal to the subscription price of the Flow-Through Shares, expenditures in respect of resource exploration and development which qualify as Canadian exploration expense ("CEE") or as Canadian development expense ("CDE") which may be renounced as CEE to the Partnership (collectively, "Eligible Expenditures"), with an effective date of no later than December 31, In the event that a Resource Company is unable to incur sufficient expenditures to enable it to issue the maximum number of Flow-Through Shares issuable to the Partnership pursuant to a Resource Agreement, the Partnership may invest all or any portion of the unexpended Available Funds that have been committed to that Resource Company to purchase common shares issued by it or make an investment in any other Resource Company if, in the opinion of the General Partner: (i) it is in the best interests of the Partnership to do so; and (ii) making such an investment would be consistent with the investment objectives, investment strategy and investment criteria of the Partnership. The securities acquired by the Partnership may or may not constitute Flow-Through Shares. The General Partner will proactively manage the Partnership's investment portfolio which may involve the sale of Flow-Through Shares and other securities and the reinvestment of the net proceeds from such dispositions. The General Partner will use its reasonable best efforts to invest any net proceeds from the disposition of Flow-Through Shares in other Flow-Through Shares. To the extent that such reinvestment in Flow-Through Shares is not possible, 14

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