PROSPECTUS COMMON SHARE OFFERING. $6,000,000 (MAXIMUM OFFERING) (600,000 Common Shares) $2,000,000 (MINIMUM OFFERING) (200,000 Common Shares)

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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 DECEMBER 5, 2007 COMMON SHARE OFFERING $6,000,000 (MAXIMUM OFFERING) (600,000 Common Shares) $2,000,000 (MINIMUM OFFERING) (200,000 Common Shares) 7.25% CONVERTIBLE UNSECURED DEBENTURE DUE DECEMBER 31, 2010 OFFERING $3,000,000 (MAXIMUM OFFERING) (3,000 Debentures) This prospectus qualifies the distribution by PrimeWest Mortgage Investment Corporation (the "Corporation" or "PrimeWest") of a maximum of 600,000 Class A Shares (the "Common Shares") and a minimum of 200,000 Common Shares at a price of $10 per Common Share (the "Share Offering") and up to 3,000 convertible, unsecured debentures (the "Debentures") at a price of $1,000 per Debenture (the "Debenture Offering"). The Debentures will bear interest at an annual rate of 7.25% payable quarterly on April 15, July 15, October 15 and January 15 in each year commencing April 15, 2008 (provided a December 20, 2007 Closing (as hereinafter defined) has occurred, otherwise commencing July 15, 2008) and will mature on December 31, 2010 (the "Maturity Date"). This prospectus also qualifies the Common Shares issued, if any, following the exercise of the Over-allotment Option (as hereinafter defined). The Share Offering and Debenture Offering are sometimes collectively referred to herein as the "Offering". Subscribers will have the ability to subscribe for Common Shares, Debentures or a combination thereof at their discretion. Debenture Conversion Privilege Each Debenture will be convertible into Common Shares at the option of the holder of a Debenture at any time, provided notice of conversion is received by the Corporation sixty days prior to the Maturity Date and the Business Day immediately preceding the date specified by the Corporation for redemption of the Debenture at a conversion price of $10 per Common Share, subject to adjustments in the event the Common Shares are listed for trading on a recognized stock exchange at or before the time of conversion. This prospectus also qualifies the Common Shares issued on conversion of the Debentures. See "Offered Securities - Debenture Attributes".

2 - ii - Number of Shares Price to Public Agent's Fees (3)(4) Net Proceeds to PrimeWest (2)(3)(4) Per Common Share 1 $10 $0.40 $9.60 Minimum Subscription 250 $2,500 $100 $2,400 Minimum Share Offering (1) 200,000 $2,000,000 $80,000 $1,920,000 Maximum Share Offering 600,000 $6,000,000 $240,000 $5,760,000 Number of Debentures Per Debenture 1 $1,000 $40 $960 Minimum Subscription 5 $5,000 $200 $4,800 Maximum Debenture Offering (1) 3,000 $3,000,000 $120,000 $2,880,000 Notes: (1) There will be no Initial Closing (as hereinafter defined) unless a minimum of 200,000 Common Shares are subscribed for. Provided that subscriptions for the minimum offering of Common Shares is received, and save and except for meeting the minimum subscription requirement of 5 Debentures, there is no minimum offering for Debentures. (2) Before deducting a corporate finance fee of $20,000 and accrued Trailer Commissions (as hereinafter defined) of $13,693 payable to the Agent from the proceeds of the Initial Closing (as hereinafter defined) and expenses of the Offering estimated to be $70,000 under the minimum Share Offering ($90,000 under the maximum Share Offering) which will be paid from the proceeds of this Offering. (3) The Corporation has granted to Union Securities Ltd. (the "Agent") an option (the "Over-allotment Option") to call upon the Corporation to make available for sale to investors up to an additional 120,000 Common Shares on the same terms as set forth above exercisable at any time until 48 hours prior to the Expiry Date (as hereinafter defined), which additional 120,000 Common Shares are qualified for distribution under this prospectus. If the Common Shares offered under the Over-allotment Option are fully subscribed for, the Net Proceeds to PrimeWest in respect of the Share Offering will be increased by $1,152,000 and the Agent's Fees will be increased by $48,000. (4) In addition to the Agent s 4% commission on sales of Common Shares and Debentures (i.e. $0.40 per Common Share and $40 per Debenture), the Agent shall be entitled to receive an on-going annual trailer commission (the "Trailer Commission") equal to the sum of (i) 0.5% of Common Shares sold through the Agent prior to this Offering and issued and outstanding from time to time; and (ii) 1% of the Common Shares issued pursuant to the Share Offering and outstanding from time to time, paid quarterly in arrears. See "Agent s Fees and Commissions". The Corporation s objective is to generate income while preserving, for its beneficial shareholders, capital for re-investment. As a Mortgage Investment Corporation (as hereinafter defined), the Corporation expects to derive its earnings principally from the receipt of mortgage interest payments and of interest distributions on the cash reserves of the Corporation. The Corporation will achieve its investment objective by lending on the security of mortgages on real properties primarily situated in the Province of Saskatchewan. The mortgages transacted by the Corporation will not generally meet the underwriting criteria of conventional lenders and/or involve borrowers in rural areas generally not well serviced by major lenders. As a result, PrimeWest s investments are expected to earn a higher rate of interest than what is generally obtainable through conventional mortgage lending activities. There is no market through which these securities may be sold. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. A purchaser may not be able to resell securities purchased under this prospectus. See "Risk Factors".

3 - iii - Investors should carefully review the Risk Factors set forth herein and consult their own professional advisors to assess the income tax, legal and other aspects of an investment in the Common Shares. See "Risk Factors". Union Securities Ltd. (the "Agent"), as exclusive sales agent for PrimeWest, conditionally offers for sale to Canadian residents within the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (the "Offering Jurisdictions") the Common Shares and Debentures on a commercially reasonable basis, if, as and when subscriptions are accepted by the Corporation in accordance with conditions contained in the Agency Agreement referred to under "Details of the Offering Plan of Distribution" and subject to approval of certain legal matters on behalf of the Corporation by Olive Waller Zinkhan & Waller LLP and on behalf of the Agent by McDougall Gauley LLP. Subscriptions for Common Shares and Debentures 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. The Initial Closing (as hereinafter defined) is subject to certain conditions including the condition that subscriptions shall have been received for the minimum offering of Common Shares. Save and except for meeting the minimum subscription requirement, there is no minimum offering for Debentures. If less than the maximum offering for Common Shares is subscribed for or if all of the Debentures have not been purchased at the Initial Closing, subsequent Closings (as hereinafter defined) may be held on or before the Expiry Date (as hereinafter defined). The Agent may authorize Subagents (as hereinafter defined) to additionally solicit and/or receive subscriptions from investors under the Offering. The Agent, or if applicable, Subagents, will hold subscription funds received from investors and if the Initial Closing has not occurred on or before Expiry Date (as hereinafter defined), any subscription funds held by the Agent will be returned to investors without interest or deduction, unless the consent of the securities regulatory authorities of the Offering Jurisdictions and those who have subscribed for Common Shares and/or Debentures at such time is obtained. In the opinion of the Auditor, the Common Shares offered hereunder are qualified investments under the Tax Act (as hereinafter defined) and are eligible investments for a trust governed by Deferred Income Plan (as such term is hereinafter defined). However, the Debentures offered hereunder are not qualified investments under the Tax Act and as such are not eligible investments for a trust governed by a Deferred Income Plan. The Debentures are not "deposits" within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured under the provisions of that Act or any other legislation. SUBSCRIPTION PROCEDURE An investor who wishes to subscribe for Common Shares under this Offering must subscribe for a minimum of 250 Common Shares ($2,500) through the Agent or a Subagent. Additional Common Shares may be subscribed for by an investor through the Agent or a Subagent in increments of 10 Common Shares ($100). An investor who wishes to subscribe for Debentures under this Offering must subscribe for a minimum of five Debentures ($5,000) through the Agent or a Subagent. Additional Debentures may be subscribed for by an investor through the Agent or a Subagent in increments of one Debenture ($1,000). Subscribers have the ability to subscribe for Common Shares, Debentures or a combination thereof at their discretion. An investor must pay the subscription price to (and in a manner satisfactory to) and must provide to the Agent or, if applicable, the Subagent, such authorizations and information as may be required by the Agent or Subagent. Subscription funds will be held by the Agent or Subagent pending Closing. Subject to the foregoing, the Agent or, if applicable, the Subagent, as agents for the investors, will subscribe on behalf of the investors for Common Shares and/or Debentures and, subject to the Corporation s acceptance of such subscription and to the terms and conditions set out in this prospectus and the Agency Agreement, will pay the subscription funds to the Corporation on Closing.

4 - iv - An investor who places an order for Common Shares or Debentures which is accepted by the Corporation, among other things: (a) acknowledges and agrees that such investor has duly and irrevocably authorized the Agent (or, if applicable, Subagent) to: (i) act as the investor s agent in connection with the investor s purchase of Common Shares and/or Debentures and (ii) provide certain information to the Corporation, including such investor s full name, residential address or address for service (and, if available, facsimile number and address), social insurance number or corporation account number, as the case may be, the name and registered representative number of the representative of the Agent (or Subagent, if applicable) responsible for such subscription and the number of Common Shares and/or Debentures subscribed for by such investor; (b) acknowledges and agrees that, if such investor has subscribed for Common Shares and/or Debentures through a Subagent, it is within the scope of the agency relationship that exists between such investor and such Subagent that the Subagent may delegate all necessary power and authority to the Agent to enable the Agent to do or cause to be done all those acts which are contemplated to be done by the Agent pursuant to this prospectus or the Agency Agreement, as applicable; and (c) in the case of a subscription for Debentures, acknowledges that the investor is bound by the terms of the Debenture Agreement. THE ACCEPTANCE BY THE CORPORATION OF AN INVESTOR S SUBSCRIPTION, WHETHER IN WHOLE OR IN PART, CONSTITUTES A CONTRACT OF PURCHASE AND SALE BETWEEN THE INVESTOR AND THE CORPORATION UPON THE TERMS AND CONDITIONS SET OUT IN THE PROSPECTUS, THE AGENCY AGREEMENT AND THE DEBENTURE AGREEMENT, AS APPLICABLE. The Corporation reserves the right to receive or reject any subscriptions, in whole or in part, in the sole and unfettered discretion of the Corporation. If a subscription is withdrawn by an investor or is not accepted by the Corporation, monies received but not applied towards the subscription price shall be returned to the investor without interest or deduction as soon as possible following such withdrawal or rejection. All of the Common Shares which are issued at a Closing will be issued in registered form to the Agent or, if applicable, the Subagent. Investors will not receive certificates in respect of the Common Shares purchased by them and will not be entitled to any receipt or other instrument from the Corporation in respect of their investment. Investors whose subscriptions are accepted will receive a customer confirmation from the Agent or Subagent through whom the Common Shares are purchased. Subscribers of Debentures whose subscription is accepted by the Corporation will each receive a Debenture Agreement issued in their favour by the Corporation for the amount of Debentures subscribed for, effective as and from the date such subscription was accepted by the Corporation.

5 TABLE OF CONTENTS GLOSSARY OF CERTAIN TERMS...I PROSPECTUS SUMMARY... V The Corporation... V THE SECURITIES...VI Common Shares...VI Preferred Shares...VI Debentures... VII Plan of Distribution... VIII Brokers...IX Investment Objective...IX Investment Strategy...IX Investment Policies and Investment Criteria... X Use of Proceeds... X Principal Purposes...XI Fees and Expenses... XII Income Tax Considerations... XII Taxation of the Corporation... XIII Taxation of Shareholders...XIV Eligibility for Investment by Deferred Income Plans...XIV Risk Factors... XV Selected Financial Information... XVIII THE CORPORATION...1 INDUSTRY OVERVIEW...1 BUSINESS OF THE CORPORATION...1 COMPETITIVE TRENDS...3 BUSINESS OF THE BROKERS...3 INVESTMENT OBJECTIVE AND STRATEGY...4 Investment objective...4 Investment strategy...4 Source of mortgages...4 OPERATING RESTRICTIONS, OPERATING POLICIES AND INVESTMENT POLICIES AND CRITERIA...4 Operating restrictions...4 Operating policies...5 Investment policies...5 Investment Criteria...7 USE OF PROCEEDS...7 Principal Purposes...9 SELECTED FINANCIAL INFORMATION AND MANAGEMENT DISCUSSION & ANALYSIS9 History...9 Annual and Semi-Annual Financial Information...10 Financial Condition, cash flow and results of operations for the Corporation...10 Credit Line...11 Management Discussion & Analysis...11 Dividends...12 OFFERED SECURITIES...12 Share Capital...12 Common Share Attributes...13 Preferred Share Attributes...15 Debenture Attributes...15 Long and Short Term Debt...19 FEES AND EXPENSES...19

6 PRINCIPAL SHAREHOLDERS...20 DIRECTORS AND OFFICERS...21 Business Experience...22 Penalties, Sanctions and Bankruptcy...23 Remuneration of Directors and Officers and Insurance...23 Role of the Board of Directors...25 EMPLOYEES OF THE CORPORATION...25 Employees of the Corporation...25 CONFLICTS OF INTEREST...26 PLAN OF DISTRIBUTION...27 Subscription Procedure...28 Conditions of Closing...30 PRIOR SALES...30 ESCROWED SECURITIES...31 RISK FACTORS...32 Share Offering...32 Debenture Offering...38 PROMOTERS...39 LEGAL PROCEEDINGS...40 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...40 AUDITORS, TRANSFER AGENT & REGISTRAR, CUSTODIAN...41 MATERIAL CONTRACTS...41 Agency Agreement...41 Debenture Agreement...42 Transfer Agent, Registrar & Disbursing Agent Agreement...42 Escrow Agreement...42 LEGAL MATTERS...42 CANADIAN INCOME TAX CONSIDERATIONS...42 Taxation of the Corporation...44 Tax implications to investors from ownership of Common Shares...44 PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION...45 AUDITOR'S CONSENT...46 FINANCIAL STATEMENTS...47 CERTIFICATE OF THE CORPORATION... C1 CERTIFICATE OF THE PROMOTERS... C2 CERTIFICATE OF THE AGENT... C3

7 - I - GLOSSARY OF CERTAIN TERMS In addition to certain other terms defined elsewhere in this prospectus, when used in this prospectus, the following terms have the following meanings: "affiliate" and "associate" have the meanings given those terms in the Securities Act. "Agent" means Union Securities Ltd., and its successors. "Agent s Fees" means the corporate finance fee and commissions (including the Trailer Commission) payable to the Agent as described under "Plan of Distribution". "Agency Agreement" means an agency agreement dated December 5, 2007 pursuant to which the Agent has agreed to act as agent and principal distributor of the Corporation in respect of sales of the Common Shares. "Auditors" means Hergott Duval Stack LLP, Chartered Accountants, Saskatoon, Saskatchewan. "Available Funds" means the net funds available to the Corporation, after deducting the Agent s Fees and Offering Costs from the gross proceeds of the Offering. "Audit Committee" means the audit committee established by the Corporation. "Board" or "Board of Directors" means the board of directors of the Corporation. "Broker(s)" means the broker(s), registered pursuant to the provisions of The Mortgage Brokers Act (Saskatchewan), engaged by the Corporation from time to time to source loan applications and make loan submissions to the Corporation. "Business Day" means any day, other than a Saturday, Sunday or statutory holiday in the Province of Saskatchewan, on which banks are generally open for business in Saskatoon, Saskatchewan. "Closing" means a closing of the sale of Common Shares and/or Debentures to investors under this Offering. "CMHC" means Canada Mortgage and Housing Corporation. "Common Shares" means the Class A shares of the Corporation. "Corporation" and "PrimeWest" means PrimeWest Mortgage Investment Corporation. "CRA" means Canada Revenue Agency. "Credit Committee" means the credit committee established by the Corporation. "Debenture Offering" means the offering of Debentures by PrimeWest pursuant to this prospectus to Canadian residents within the Offering Jurisdictions and/or the offering and sale of Debentures to Canadian residents in jurisdictions other than the Offering Jurisdictions pursuant to exemptions from the prospectus and, if applicable, registration requirements under the securities legislation of such other jurisdictions, as more particularly described herein under the heading "Details of the Offering Plan of Distribution".

8 - II - "Debentures" means the convertible unsecured debentures, at a rate of 7.25% per annum, offered by the Corporation under this prospectus. See "Securities - Debentures". "Debenture Agreement" means the convertible debenture agreement to be issued and delivered by the Corporation to each Subscriber for Debentures whose subscription has been accepted by the Corporation. "Deferred Income Plan" means collectively a RRSP, RRIF, RESP and Deferred Profit Sharing Plan. "Equity Transfer" means Equity Transfer & Trust Company, the transfer agent and registrar of the Common Shares and the escrow agent under the Escrow Agreement. "Escrow Agreement" means the escrow agreement dated November 27, 2007 among PrimeWest, Equity Transfer and the Principals of PrimeWest. "Expiry Date" means the expiry date of this prospectus, being that date that is 90 days from the date of issuance of the final MRRS Decision Document, unless the consent of the securities regulatory authorities of the Offering Jurisdictions is obtained for a later expiry date. "Financial Statements" means the unaudited financial statements for the period ended June 30, 2007 and the December 31, 2006 audited financial statements of the Corporation included in this prospectus. "Fiscal Year" means a fiscal year of the Corporation, which fiscal year shall end December 31 of each year. "Initial Closing" means the first Closing of the Offering anticipated to occur on or about December 20, If less than the maximum Share Offering is subscribed for or if all of the Debentures have not been purchased at the Initial Closing, subsequent Closings may be held on or before the Expiry Date. "Maturity Date" means the due date of the Debentures, being December 31, 2010, on or before which date the Corporation will pay out the principal amount of the Debentures to the holders thereof; or if requested by such debentureholder convert the Debenture into Common Shares. "MIC" or "Mortgage Investment Corporation" means a corporation established to invest in residential mortgage loans which meet the requirements of section of the Tax Act. "MRRS Decision Document" means the mutual reliance review system decision document issued pursuant to National Instrument Mutual Reliance Review System for Prospectuses and Annual Information Forms evidencing that final receipts of the securities regulatory authorities of the Offering Jurisdictions have been issued for this prospectus. "NI " means National Instrument Prospectus and Registration Exemptions. "Offering" means collectively the Share Offering and the Debenture Offering. See "Details of the Offering Plan of Distribution". "Offering Costs" means the costs related to the Offering (other than the Agent s Fees) including legal, accounting and printing expenses, regulatory filing fees and similar costs and expenses. "Offering Jurisdictions" means the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario; "Over-allotment Option" means the option granted by the Corporation to the Agent to call upon the Corporation to make available for sale to investors up to an additional 120,000 Common Shares on the same terms as set forth in this prospectus exercisable at any time until 48 hours prior to the Expiry Date.

9 - III - "Person" means an individual, corporation, body corporate, partnership, syndicate, joint venture, association, trust or unincorporated organization or any trustee, executor, Broker or other legal representative. "Principals" means: (a) (b) (c) (d) (e) directors and senior officers of the Corporation; promoters of the Corporation for this Offering: those who own and/or control more than 10% of the issued Common Shares immediately before and immediately after completion of this Offering if they have also elected or appointed or have the right to elect or appoint a director or senior officer of the Corporation; those who own and/or control more than 20% of the issued Common Shares immediately before and immediately after completion of this Offering; and associates and affiliates of any of the above. "Redemption Cutoff Date" means the date which is five Business Days prior to the Redemption Date. "Redemption Date" means December 31 of each year or, if December 31 is not a Business Day, the first Business Day following December 31. "Register" means a register listing: (i) the names and addresses of all shareholders of the Corporation, the number of Common Shares held by each of them and the particulars of any issuances or transfers of Common Shares and (ii) the names and addresses of all debentureholders of the Corporation, the dollar amount of the Debentures held by each of them and the particulars of any conversions of Debentures and issuance of Common Shares therefor, that shall be maintained by the Corporation, either directly or by the intermediary of a trust company or other qualified corporation appointed by the Corporation from time to time as registrar and/or transfer agent (See "Auditors, Transfer Agent & Registrar and Custodian"). "reporting issuer" means an issuer that is a "reporting issuer" under and as defined in the securities legislation of any Canadian province or territory or that has a status under the securities legislation of any Canadian province or territory substantially similar to that of a reporting issuer. "RESP" means a registered education savings plan, as defined in section 146.1(1) of the Tax Act. "RRIF" means a registered retirement income fund, as defined in section 146.3(1) of the Tax Act. "RRSP" means a registered retirement saving plan, as defined in section 146(1) of the Tax Act. "SBCA" means The Business Corporations Act (Saskatchewan), as amended from time to time. "Securities" means the Common Shares and/or the Debentures being offered pursuant to this prospectus. "Securities Act" means The Securities Act, 1988 (Saskatchewan), as amended from time to time. "SEDAR" means the internet based system for electronic data archiving and retrieval maintained by or on behalf of Canadian securities regulators. "Share Offering" means the offering of Common Shares by PrimeWest pursuant to this prospectus to Canadian residents within the Offering Jurisdictions and/or the offering and sale of Common Shares to Canadian residents in jurisdictions other than the Offering Jurisdictions pursuant to exemptions from the prospectus and, if applicable, registration requirements under the securities legislation of such other

10 - IV - jurisdictions, as more particularly described herein under the heading "Details of the Offering Plan of Distribution". "Subagent" means a person, firm or corporation that is registered as a "dealer" under the Securities Act and who is authorized by the Agent to solicit or receive subscriptions from investors under this Offering. "Subscriber" or "investor" means a Person who subscribes for Common Shares and/or Debentures under the Offering and who, upon and subject to the acceptance of such subscription is admitted as shareholder or debentureholder, as applicable, upon such investor being entered in the Register of the Corporation. "Tax Act" means the Income Tax Act (Canada). "Total Available Funds" means the sum of (i) the Available Funds and (ii) the net cash on hand of the Corporation as at the date of this prospectus. "Trailer Commission" means the annual on-going trailer commission equal to the sum of (i) 0.5% of the Common Shares sold through the Agent prior to this Offering and issued and outstanding from time to time; and (ii) 1% of the Common Shares issued pursuant to the Offering, and outstanding from time to time, paid quarterly in arrears to the Agent. "Valuation Day" means the last Business Day of each calendar month on which the value per Common Share is computed. "$" means Canadian dollars. Words importing the singular number only include the plural and vice versa and words importing a gender, include all genders.

11 - V - PROSPECTUS SUMMARY The following is a summary of the principal features of this distribution only, and should be read in conjunction with and is qualified by the more detailed information and financial data and statements contained elsewhere in this prospectus. Issuer: PrimeWest Mortgage Investment Corporation SHARE OFFERING: Issue Size: Maximum: $6,000,000 (600,000 Common Shares) Minimum: $2,000,000 (200,000 Common Shares) Price: Minimum Subscription: Additional Increments: $10 per Common Share $2,500 (250 Common Shares) $100 (10 Common Shares) OVER-ALLOTMENT OPTION: The Corporation has granted to the Agent an option to call upon the Corporation to make available for sale to investors up to an additional 120,000 Common Shares on the same terms as the Share Offering exercisable at any time until 48 hours prior to the Expiry Date. DEBENTURE OFFERING: Issue Size: Maximum: $3,000,000 (3,000 Debentures) Price: Minimum Subscription: Additional Increments: $1,000 per Debenture $5,000 (5 Debentures) $1,000 (1 Debenture) SUBSCRIPTION OPTIONS: Subscribers will have the ability to subscribe for Common Shares, Debentures or a combination thereof at their discretion. The Corporation PrimeWest was incorporated under the name "PrimeWest Mortgage Investment Corporation" on March 22, 2005 pursuant to the SBCA. Effective August 2, 2007, the articles of the Corporation were amended to restrict the maximum number of Common Shares that may be redeemed by the Corporation in any Fiscal Year. See "The Securities - Common Shares". The Corporation's head office is located at Unit 220, 728 Spadina Crescent East, Saskatoon, Saskatchewan S7K 3H2 and its registered office is located at Victoria Avenue, Regina, Saskatchewan S4P 0R7. The Corporation has no subsidiaries. As of the date of this prospectus, the Corporation has 456,220 issued and outstanding Common Shares.

12 - VI - The Corporation will work mostly with Brokers in the selection of mortgage applications submitted by Brokers to the Corporation, and the Chief Executive Officer of the Corporation will oversee the placement and administration of the Corporation's mortgage portfolio and the management of the Corporation's cash reserves. See "Business of the Corporation". THE SECURITIES The Corporation s authorized capital consists of an unlimited number of Class A Shares (the "Common Shares") of which 456,220 Common Shares are issued and outstanding and an unlimited number of Class B shares (the "Preferred Shares"), issuable in series, none of which are issued and outstanding. Common Shares Holders of Common Shares are entitled to one vote in respect of each whole share held on all matters to be voted upon at meetings of shareholders. On the liquidation, dissolution or winding-up of the Corporation or other distribution of the assets of the Corporation for the purpose of winding-up its affairs, whether voluntary or involuntary (a "Dissolution") subject to the rights of the holders of Debentures and the holders of Preferred Shares, if any, the holders of Common Shares will be entitled to share equally, share for share, in all the assets of the Corporation remaining after payment of all liabilities of the Corporation. Holders of Common Shares will be entitled to receive dividends as and when declared by the Board. See "Description of the Securities Distributed - Dividend Policy". The Common Shares are redeemable at the option of the Corporation on 30 days written notice or at the option of the holder thereof for (i) $10 per Common Share; plus (ii) any declared and unpaid dividends and in the case of redemption by a holder, less any applicable redemption fee. The Corporation may, at its sole and absolute discretion, determine to redeem Common Shares of any one or more holders of Common Shares, to the exclusion of any one or more other holders of Common Shares. When the Corporation has a net asset value of $1,000,000 or less, the Corporation will only be required to redeem in any Fiscal Year a maximum of 20% of the issued and outstanding Common Shares and in the event the Corporation has a net asset value of more than $1,000,000 the Corporation will only be required to redeem in any Fiscal Year a maximum of 30% of the issued and outstanding Common Shares. The Board may at its discretion amend or waive the restriction on the number of Common Shares that the Corporation may be required to redeem in any Fiscal Year. Redemption of Common Shares will be conducted by the Corporation in the sequence in which requests for redemption are received, with the proviso that the estate of a deceased Shareholder will, to the extent permitted, be given priority by the Corporation in effecting a redemption of Common Shares. Holders of Common Shares who request the Corporation to redeem any of their Common Shares within the first year of such holder's acquisition of such Common Shares to be redeemed will be charged an early redemption fee of 3% of the aggregate redemption amount to be paid to such holder upon such redemption. The board of directors (the "Board") may at is discretion waive payment of the redemption fee. Redemption of the Common Shares is restricted by law. See "Offered Securities - Common Share Attributes". Preferred Shares The Preferred Shares are issuable in series, with the rights, privileges, restrictions and conditions attaching to each series to be determined by the Board at the time of creation of the particular series. The Corporation has not created or issued, and has no present intention to create or issue, any Preferred Shares.

13 - VII - Debentures Debentures will be issued to investors pursuant to the Debenture Agreement. The following description is a summary of the material provisions of the Debenture Agreement, and investors are urged to obtain and read a copy of the form of Debenture Agreement proposed to be used by the Corporation because it, and not this description, defines the investors' rights as a holder of a Debenture. The Debenture will: be issued in principal amounts of $1,000 to an aggregate maximum amount of $3,000,000, with an initial minimum subscription requirement of five Debentures ($5,000). Additional Debentures may be subscribed for in increments of one Debenture ($1,000); bear interest at the rate of 7.25% per annum, payable quarterly in arrears on April 15, July 15, October 15 and January 15 of each year, commencing April 15, 2008, provided a December 20, 2007 Closing has occurred, otherwise commencing July 15, The first interest payment will include interest accrued from the date the Debentures are formally issued by the Corporation until the date of the first scheduled interest payment; be unsecured obligations of the Corporation, ranking equally with any other unsecured senior indebtedness of the Corporation, and subordinate to any secured indebtedness of the Corporation; and be convertible, at the option of the holder, based on a conversion rate of 500 Common Shares per $5,000 principal amount of Debentures, provided notice of conversion is provided 60 days prior to the Maturity Date and upon satisfaction of the conditions for conversion as described under the Debenture Agreement, into cash and, if applicable, Common Shares at the conversion price of $10 per Common Share, provided that if the Common Shares are listed and are trading on a recognized stock exchange, then conversion into Common Shares shall be at the conversion price of: o o o $10 per Common Share if notice of conversion is provided prior to the first anniversary date of the issuance of the Debenture, in which case conversion shall occur on the first anniversary date of the issuance of the Debenture; $10.50 per Common Share if notice of conversion is provided after the first anniversary date of the issuance of the Debenture but prior to the second anniversary of the issuance of the Debenture, in which case conversion shall occur on the second anniversary date of the issuance of the Debenture; and $11 per Common Share if notice of conversion is provided at any time following the second anniversary date of the issuance of the Debenture, in which case conversion shall occur within 30 days of the receipt of such notice of conversion; This prospectus also qualifies the Common Shares issued on conversion of the Debentures.

14 - VIII - provided the debentureholder has not requested conversion of the Debenture, the Debenture will be redeemable by the Corporation as follows: o o o up to 25% of the face amount of the Debenture on the first anniversary date of the issuance of the Debenture, plus accrued and unpaid interest to, but excluding the redemption date; up to 25% of the then face amount of the Debenture on the second anniversary date of the issuance of the Debenture, plus accrued and unpaid interest to, but excluding the redemption date; and the balance of the Debenture at any time following the second anniversary date of the issuance of the Debenture, plus accrued and unpaid interest to, but excluding the redemption date. Plan of Distribution The Corporation proposes to issue up to 600,000 Common Shares at a price of $10 per Common Share (the "Share Offering") and up to 3,000 Debentures at a price of $1,000 per Debenture (the "Debenture Offering") to Canadian residents within the Offering Jurisdictions at any time and from time to time until the Expiry Date. Subscribers will have the ability to subscribe for Common Shares, Debentures or a combination thereof at their discretion. In addition, the Corporation has granted to the Agent an option (the "Over-allotment Option") to call upon the Corporation to make available for sale to investors up to an additional 120,000 Common Shares on the same terms and conditions as set forth in this prospectus exercisable at any time until 48 hours prior to Expiry Date. The Common Shares issued, if any, following the exercise of the Over-allotment Option are qualified for distribution under this prospectus. The Corporation contemplates, and the Agency Agreement authorizes the Agent to sell additional Securities outside this Offering, but on substantially the same terms as the Securities are offered and sold under this prospectus to Canadian residents who live outside the Offering Jurisdictions and who are an "accredited investor" as defined in NI in reliance on available exemptions from the registration and prospectus requirements of the securities legislation of such other provinces or territories, and notwithstanding that the securities regulatory authority of such other provinces or territories has not issued a receipt for the prospectus. The accredited investor exempt offering will be conducted concurrently with the Offering by the Agent and the Corporation. Securities issued under the accredited investor exemption will not be issued under this prospectus. However, such Securities, if any, will be counted for the purpose of determining if the minimum Offering and/or maximum Offering hereunder are achieved. This prospectus is not intended as an offer to sell, or a solicitation of an offer to purchase, any of the securities described herein in any jurisdiction and/or to any person in contravention of applicable securities laws. An investor who wishes to subscribe for Common Shares must subscribe for a minimum of 250 Common Shares ($2,500) through the Agent or a Subagent. Additional Common Shares may be subscribed for by investors through the Agent or a Subagent in increments of 10 Common Shares ($100). An investor who wishes to subscribe for Debentures under this Offering must subscribe for a minimum of five Debentures ($5,000) through the Agent or a Subagent. Additional Debentures may be subscribed for by investors through the Agent or a Subagent in increments of one Debenture ($1,000). Investors have the ability to subscribe for Common Shares, Debentures or a combination thereof at their discretion. Subscriptions for Common Shares and/or Debentures will be received subject to acceptance or rejection in whole or in part, at the discretion of the Corporation, and the Corporation further reserves the right to close the

15 - IX - subscription books at any time without notice. The Initial Closing is subject to certain conditions including the condition that subscriptions shall have been received for the minimum offering of Common Shares. Save and except for meeting the minimum subscription requirement, there is no minimum offering for Debentures. If less than the maximum offering for Common Shares is subscribed for or if all of the Debentures have not been purchased at the Initial Closing, subsequent Closings may be held on or before the Expiry Date. The Agent, or if applicable, Subagents, will hold subscription funds received from investors and if the Initial Closing has not occurred on or before the Expiry Date, any subscription funds held by the Agent will be returned to investors without interest or deduction, unless the consent of the securities regulatory authorities of the Offering Jurisdictions and those who have subscribed for Common Shares and/or Debentures at such time is obtained. An investment in Common Shares and/or Debentures is subject to certain risks that should be carefully considered. These risks include the nature of mortgages, the inability of borrowers to make mortgage payments, the absence of a market for the Common Shares and/or Debentures, the inability of the Brokers to source mortgage applicants on behalf of the Corporation, changes in the value of the mortgaged land, the relative ranking of mortgages, the absence of governmental and other guarantees and the fact that an investment in the Common Shares and/or Debentures is not insured, PrimeWest s reliance on third parties, potential conflicts of interest, income tax liabilities, the potential environmental liability of a mortgagee and changes in legislation. See "Risk Factors." Brokers Mortgage brokers in the Province of Saskatchewan are regulated under The Mortgage Brokers Act (Saskatchewan) which is administered by the Saskatchewan Financial Services Commission. The Corporation is registered under The Mortgage Brokers Act (Saskatchewan) with a category 5 license, which gives the Corporation the right to lend money to borrowers and obtain mortgage security on real property. Brokers in Saskatchewan are registered under The Mortgage Brokers Act (Saskatchewan) with a category 3 license, which entitles them to assist borrowers in obtaining mortgage financing from financial institutions, such as banks, trust companies and credit unions. Their activities include gathering information, assisting borrowers in completing mortgage applications and providing advice with respect to mortgage terms and interest rates. As the Corporation holds a category 5 license under The Mortgage Brokers Act (Saskatchewan) it has the right to conduct its own mortgage transactions. However, where practical, it is the practice of the Corporation to utilize registered Brokers to seek out borrowers and submit mortgage applications to the Corporation. In other cases, the Corporation receives referrals from immigration consultants, financial advisers and bankruptcy/liquidation agencies. Investment Objective The principal investment objective of the Corporation is to provide holders of Common Shares and Debentures with income while preserving capital for distribution or re-investment. As a Mortgage Investment Corporation which virtually distributes all quarterly profits and is subject to minimal federal or provincial income tax, if any, the Corporation expects to derive its earnings principally from the receipt of mortgage interest payments and of interest or interest-like distributions on the cash reserves of the Corporation. See "Business of the Corporation - Mortgage Investment Corporations". Investment Strategy The Corporation will achieve its investment objective by lending on the security of mortgages on real properties situated primarily in the Province of Saskatchewan, but will also consider lending on the security of mortgages on real properties situated outside of the Province of Saskatchewan. There are no

16 - X - restrictions on the amount of funds that may be invested by the Corporation in any particular Province or Territory of Canada. The mortgages transacted by the Corporation will not generally meet the underwriting criteria of conventional lenders and/or involve borrowers in rural areas generally not well serviced by major lenders. As a result, PrimeWest s investments are expected to be subject to greater risk and accordingly earn a higher rate of interest than what is generally obtainable through conventional mortgage lending activities. The Corporation's investment portfolio will vary from time to time depending on the Corporation s assessment of lending markets, geographical conditions and overall market conditions in Saskatchewan and elsewhere that the Corporation makes an investment. Investment Policies and Investment Criteria The Corporation has adopted certain policies and has established certain investment criteria for the Corporation s investments. See "Operating Restrictions, Operating Policies and Investment Policies ". The Board may approve an amendment to the investment policies of the Corporation from time to time provided that: (i) (ii) the amendment is approved by written resolution of the Board; the shareholders approve the amendment to the investment policies at a meeting of the shareholders called by the Board. A quorum of the shareholders will be 1% of the shareholders eligible to vote at a meeting, whether present in person or represented by proxy. The Board may make such additional rules with respect to meetings of the shareholders as they may consider appropriate in the circumstances, but subject always to the provisions of the SBCA. If, due to a change in the provisions of the Tax Act or other legislation applicable to the Corporation, any of the investment policies and investment criteria adopted by the Corporation requires amendment in order to comply with such change in legislation, the Board may make such change and such change will be binding on the Corporation. Brokers will be required to comply with and observe such change immediately upon such change becoming effective. See "Business of the Corporation". Use of Proceeds The Corporation expects that the gross proceeds of this Offering and the cash proceeds stated in the Financial Statements will be used as follows: Share Offering Assuming minimum Share Offering Assuming maximum Share Offering Gross Proceeds (7) $2,000,000 $6,000,000 Cash (1) nil nil Subtotal $2,000,000 $6,000,000 $13,693 $13,693 Commissions at 4% (3)(6) $80,000 $240,000 Accrued Trailer Commission (2) Offering Costs (4) $70,000 $90,000 Available Funds from Share Offering $1,836,307 $5,656,307

17 - XI - Debenture Offering Assuming maximum Debenture Offering Gross Proceeds (5)(7) $3,000,000 Commissions at 4% (3) $120,000 Available Funds from Debenture Offering $2,880,000 Notes: (1) The Corporation is operating on its line of credit. See "Financial Statements". (2) Trailer Commissions payable to the Agent in respect of prior Common Share sales accrued in the first quarter of This amount is included within Office and Administration Expense in the Interim Statement of Income and Deficit for the period ended June 30, See "Financial Statements". (3) In addition to commissions of 4% of the gross proceeds of the Offering (i.e. $0.40 per Common Share and $40 per Debenture), the Corporation will pay the Agent a corporate finance fee of $20,000 from the proceeds of the Initial Closing and the Trailer Commission. (4) Offering Costs are estimated to be $70,000 under the minimum Share Offering and $90,000 under the maximum Share Offering and will be paid from the proceeds of this Offering. (5) Save and except for meeting the minimum subscription requirement, there is no minimum offering for Debentures. (6) The Corporation has granted to the Agent the Over-allotment Option. If the Common Shares offered under the Over-allotment Option are fully subscribed for, the Available Funds in respect of the Offering of Common Shares will be increased by $1,152,000 and the commissions payable to the Agent will be increased by $48,000. (7) Proceeds of the sale of Common Shares and Debentures that might be subscribed under the concurrent "accredited investor" exempt offering being conducted by the Corporation are not shown in the forgoing table as it is not known if any Common Shares and Debentures will be subscribed for by accredited investors. Principal Purposes The Corporation estimates that during the twelve month period following the Closing, the Total Available Funds on completion of the Offering will be used as follows: Minimum Share Offering Maximum Offering To pay estimated salaries $140,000 $140,000 To pay estimated Board fees $41,000 $41,000 To pay estimated interest expense (1) $480,000 $480,000 To cover other estimated general and administrative expenses $200,000 $200,000 Investment in mortgages (4)(6) $955,307 $7,655,307 Total Available Funds (2)(3)(4)(5)(7) $1,816,307 $8,516,307 Notes: (1) Interest expense will only be incurred as draw down occurs on the Corporation's line of credit. The estimated interest expense does not include quarterly interest payments payable to debentureholders. (2) Available Funds under the Minimum Share Offering does not include net proceeds realized by the Corporation if the Debentures under this Offering are fully sold nor does it include net proceed realized by the Corporation if the Common Shares offered under the Over-allotment Option are fully sold.

18 - XII - (3) Available Funds under the Maximum Offering includes net proceeds realized by the Corporation if the Debentures under this Offering are fully sold, but does not include net proceeds realized by the Corporation if the Common Shares offered under the Over-allotment Option are fully sold. (4) If the Common Shares offered under the Over-allotment Option are fully sold, the Total Available Funds in respect of either of the Minimum Share Offering and Maximum Offering will be increased by $1,152,000, which proceeds will be used principally for the purpose of making loans secured by mortgages on real properties or for the purpose of reducing debt within the Corporation. (5) Proceeds of the sale of Common Shares and Debentures that might be sold under the concurrent "accredited investor" exempt offering being conducted by the Corporation are not shown in the forgoing table as it is not known if any Common Shares or Debentures will be subscribed for by accredited investors. (6) These monies will be used principally for the purpose of making loans secured by mortgages on real properties or for the purpose of reducing debt within the Corporation. See "Operating Restrictions", "Operating Polices" and "Investment Policies". (7) Pending their use by the Corporation, Total Available Funds will be invested in "near cash" securities such as units of money market funds. See "Operating Restrictions", "Operating Polices" and "Investment Policies". Fees and Expenses The following summarizes the compensation and other payments payable in connection with the sale of Common Shares and the management and operation of the Corporation. See "Fees and Expenses Payable by the Corporation". Agent's Fees and Offering Costs The Agent will be paid commissions equal to 4% of the selling price for each Common Share (i.e. $0.40 per Common Share) and 4% of the selling price for each Debenture (i.e. $40 per Debenture) sold under the Offering, totalling $200,000 if the minimum Common Share Offering and Debenture Offering are achieved and $360,000 if the maximum Common Share Offering and Debenture Offering are achieved. The Corporation has granted to the Agent the Over-allotment Option. If the Common Shares offered under the Over-allotment Option are fully subscribed for, commissions payable to the Agent will be increased by $48,000. A corporate finance fee of $20,000 will be paid to the Agent from the proceeds of the Initial Closing. In addition, the Corporation will pay the Agent the Trailer Commission. Pursuant to the Agency Agreement the Corporation is also required to reimburse the Agent for its reasonable expenses incurred in relation to the Offering. The Corporation has incurred or will incur Offering Costs which are expected to total approximately $70,000 under the minimum Share Offering and $90,000 under the maximum Share Offering. The Agent's Fees, accrued Trailer Commissions of $13,693 and Offering Costs will be paid from the gross proceeds of this Offering. Compensation of the Brokers All fees and expenses associated with the Brokers are to be for the account of the borrower, and no fees or expenses are to accrue to the Corporation. The Corporation has no liability to any of the Brokers as at the date of this prospectus. Income Tax Considerations The Corporation is required to meet the conditions under the Tax Act to qualify as a Mortgage Investment Corporation, which generally will be satisfied if, throughout a taxation year of the Corporation: (a) the Corporation was a Canadian corporation as defined in the Tax Act;