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TERM SHEET

DALHOUSIE CAPITAL LIMITED PARTNERSHIP


Up to $2,500,000 - Limited Partnership Unit Offering

Issuer: Dalhousie Capital Limited Partnership (the "Partnership")

General Partner: Dalhousie Capital GP Corp. (the "General Partner")

Promoter: Dalhousie Capital Corp. (the "Promoter")

The Promoter is an innovative Regina-based investment


company with extensive expertise industries including
finance, agriculture, mining, food and beverage
manufacturing. The Promoter has an enviable track
record of substantial wealth creation over the past 20
years through the application of unique business
approaches with solid strategic implementation. This
success has created an attractive pipeline of equity
investments opportunities.

Offering: Up to 250,000 units are being offered to residents of the


Provinces of Saskatchewan and Alberta, or such other
jurisdictions as the Promoter may determine (the "Offering
Jurisdictions").

Offering Price: $10.00 per Unit

Minimum Subscription: $10,000, or 1,000 Units per subscriber

Number of Limited Partners: This offering is limited to a maximum of 50 subscribers.

Closing Date: The closing of this offering will take place on or before May
31, 2020, or any other such date as shall be set by the
General Partner.

Regulatory Eligibility: This is a private issuer offering, and it is limited to:


• Close friends, family or close business associates of a director
and/or officer of the Promoter; or
• Accredited investors (as defined in National Instrument 45-106).

Insiders Subscription: Insiders (officers, directors, employees, key consultants,


and companies owned or controlled by any of them) of the
Promoter have indicated their intention to subscribe for an
aggregate of approximately 20% of the Units to be issued
(assuming the maximum offering) or a minimum of 10,000
Units.

Agent & Agent's Fees: None

Fees: The Promoter shall be responsible for the marketing and


promotional costs associated with the Offering.

The General Partner will not be paid a management fee


for the management of the operation or business of of the
Partnership. The General Partner will be responsible for
its own expenses related to managing the Partnership,
accounting, investment due diligence and research, and
associated travel costs.

The Partnership will be responsible for paying actual third-


party expenses related to partnership accounting,
investments and transaction related costs.

Use of Proceeds: Assuming the maximum Offering of 250,000 Units is sold,


the gross proceeds to the Partnership will be $2.5 million.

The Promoter has agreed to pay all expenses incurred in


connection with the Offering.

This approach will allow the Partnership to deploy 100%


of the funds raised from Limited Partners.

Investment Strategy: To achieve its objectives, the Partnership will use the
proceeds of the offering to acquire common shares,
preferred shares, or convertible debentures of business
corporations located in Canada.

The Partnership has a target investment horizon of 5


years. The General Partner will select investments in
underlying businesses that must demonstrate the
potential to double the business value from initiation over
a 5 year period. This rate of investment return represents
a 15% compounded annual growth rate. The selection of
businesses that have the potential for this explosive
wealth creation is the primary role of the General Partner.
Beyond the selection of investments, the General Partner
would also play a key strategic role in the selected
investments through advisory, consultative or governance
activities. The strategy combines the expertise of the
General Partner in the underlying business and the capital
investment of the Partnership.
Investment targets will be a combination of private and
public corporations.

Distribution Policy: The Partnership intends to make distributions of its


available Distributable Cash to the Limited Partners and
the General Partner commencing January 15, 2021.
Distributions will be derived from interest, dividends or
capital gains earned by the Partnership and will be paid
as follows:

To the Limited Partners in proportion to their proportionate


shares until total distributions represent an 8% annual rate
of return (calculated as and from the date of contribution)
on the Limited Partners’ capital contributions; and

Thereafter, 50% to the Limited Partners in proportion to


their proportionate shares and 50% to the General
Partner.

Distributable Cash available for distribution to


Partners could vary substantially and there is no
assurance that the Partnership will make any such
distributions on any date.

Exit Strategy & Termination: The Partnership is on-going and does not have a defined
endpoint. Limited Partners are free to sell their
partnership units to other Limited Partners or other
qualified investors. Return of Capital may occur during the
lifetime of the Partnership as Distributable Cash becomes
available through the maturation and liquidation of key
investments. No Limited Partner will have any right to
withdraw any amount or receive any distribution from the
Partnership except as expressly provided in the Limited
Partnership Agreement.

Indemnification: Neither the General Partner or the Promoter nor affiliates


of the General Partner or the Promoter, nor any director,
officer, shareholder, partner, employee, agent, member or
representative of the General Partner or the Promoter or
any such affiliate (each an “Indemnified Person”) will be
liable to the Partnership or to the Limited Partners for any
act or omission (i) which does not constitute or result from
fraud, wilful misconduct, gross negligence or a wilful
breach of the Limited Partnership Agreement, (ii) arising
from reliance on the opinion or advice as to legal matters
of legal counsel or as to accounting matters of
accountants selected by any of them with reasonable
care, or (iii) of any agent, contractor, or consultant
selected by any of them with reasonable care. The
Partnership will indemnify each Indemnified Person for
any loss or damage incurred by such Indemnified Person
in connection with the Partnership’s activities, except for
any liability, loss or damage resulting from such
Indemnified Person’s fraud, gross negligence or wilful
misconduct.

Income Tax: Each subscriber should satisfy itself as to the federal


and provincial tax consequences of this investment
by obtaining advice from a tax advisor.

The Partnership will issue T-5013 slips to Limited


Partners annually to facilitate their individual tax
reporting.

Board of Directors: The Board of Directors of the General Partner consists


initially of Gordon Nystuen. The Promoter may appoint
others to the Board of Directors or may establish an
advisory board.

Risk Factors: This is a "blind pool" offering, meaning the corporations in


which the Partnership may invest in with the proceeds of
this Offering have not yet been identified. The General
Partner has broad discretion over the terms and
conditions of the investments it will make and will be
dependent on the good faith, experience, ability and
judgment of the Board of the General Partner to make
appropriate decisions over the terms and conditions of the
investments the Partnership will make.

The Units of the Partnership should be considered


speculative due to the nature of its business and the
present stage of its development. Currently, there is no
market for the Units and the Units will be subject to resale
restrictions. It is recommended that the subscriber contact
their own legal advisors with respect to any such resale
restrictions.

Apportionment & Allotment: In the event that the Offering is over-subscribed, the
General Partner reserves the right to apportion
subscriptions among unit holders. Such apportionment
may or may not be on a pro-rata basis, according to the
subscriptions completed by the subscribers and received
by the General Partner.

Legal Counsel: McKercher LLP, Regina

Auditors: Virtus Group LLP, Regina


Ownership Restrictions: No Units will be issued to a person who is a "non-resident"
of Canada for income tax purposes.
NOTICE TO READER

This offering constitutes a private offering of these securities only in those jurisdictions and to those persons where and to whom they
may be lawfully sold and therein only by those entities permitted to sell such securities. This Term Sheet is not, and under no
circumstances is it to be construed as, a prospectus, advertisement or public offering of the securities referred to herein. No securities
commission or similar regulatory authority has passed on the merits of the securities offered nor has it reviewed this term sheet and
any representation to the contrary is an offence. The securities offered hereunder will be issued under exemptions from the registration
and prospectus requirements of the applicable securities laws Saskatchewan, and the rules, regulations and policies thereunder and
will be subject to resale restrictions. All investors considering a purchase of securities hereunder should consult with their legal advisers
to determine the applicable resale restrictions governing any such transfer.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), or the securities laws of any state of the United States. These securities may not be offered or sold in the United
States except pursuant to exemptions from registration under the U.S. Securities Act and all applicable states securities laws. The
term “United States” is as defined in Rule 902 of Regulation S under the U.S. Securities Act.

INVESTORS' RIGHTS

The following statutory rights of action for damages or rescission will only apply to a purchase of securities of the Corporation in the event that this Term
Sheet is deemed to be an offering memorandum pursuant to applicable securities legislation in Saskatchewan. These remedies, or notice with respect
thereto, must be exercised, or delivered, as the case may be, by the purchaser within the time limits prescribed by the applicable provisions of such
provincial securities legislation. Investors should refer to such applicable securities legislation for the complete text of these rights or consult with a legal
adviser. Where used in this section, “misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required
to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Statutory Rights of Action (Saskatchewan Investors)

This only serves as a summary of your rights as an investor in the event of a misrepresentation. Please refer to the full text
of The Securities Act, 1988 (Saskatchewan), and the securities laws applicable to Saskatchewan, for a complete
understanding of investor’s rights, limitations of those rights and certain parties’ defences to such rights.

The right of action for rescission or damages described herein is conferred by sections 138, 138.1, 138.2 and 141 of The Securities
Act, 1988 (Saskatchewan). Documents provided to investors in conjunction with the distribution of securities under certain prospectus
exemptions, including s.2.3 – Accredited investor; s.2.5 – Family, friends and business associates; s.2.10 – Minimum amount
investment of National Instrument 45-106 Prospectus Exemptions, are deemed to be an “offering memorandum”. Accordingly, in the
event that this Term Sheet is an offering memorandum, you will have certain rights provided to you by The Securities Act, 1988
(Saskatchewan) in the event of a misrepresentation.

Where an offering memorandum, or any amendment to it (in this part, collectively being referred to as an “offering memorandum”), is
sent or delivered to a purchaser and it contains a misrepresentation, a purchaser who purchases a security covered by the offering
memorandum is deemed to have relied upon that misrepresentation, and has the following rights of action:

1. rescission against the issuer or a selling security holder on whose behalf the distribution is made; or
2. damages against:
(i) the issuer or a selling security holder on whose behalf the distribution is made;
(ii) every promoter and director of the issuer or the selling security holder, as the case may be, at the time the offering memorandum or any
amendment to it was sent or delivered;
(iii) every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements
that have been made by them;
(iv) every person who or company that, in addition to the persons or companies mentioned in (a) to (c) above, signed the offering memorandum
or the amendment to the offering memorandum; and
(v) every person who or company that sells securities on behalf of the issuer or selling security holder under the offering memorandum or
amendment to the offering memorandum.
Such rights of rescission and damages are subject to certain limitations including the following:

(a) if the purchaser elects to exercise its right of rescission against the issuer or selling security holder, it shall have no right of action for damages
against that party;
(b) in an action for damages, a defendant will not be liable for all or any portion of the damages that he, she or it proves do not represent the
depreciation in value of the securities resulting from the misrepresentation relied on;
(c) no person or company, other than the issuer or a selling security holder, will be liable for any part of the offering memorandum or any amendment
to it not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of
an expert, unless the person or company failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that
there had been no misrepresentation or believed that there had been a misrepresentation;
(d) in no case shall the amount recoverable exceed the price at which the securities were offered; and
(e) no person or company is liable in an action for rescission or damages if that person or company proves that the purchaser purchased the securities
with knowledge of the misrepresentation.

In addition, no person or company, other than the issuer or selling security holder, will be liable if the person or company proves that:

(a) the offering memorandum was sent or delivered without the person’s or company’s knowledge or consent and that, on becoming aware of it being
sent or delivered, that person or company gave reasonable general notice that it was so sent or delivered; or
(b) with respect to any part of the offering memorandum purporting to be made on the authority of an expert, or purporting to be a copy of, or an extract
from, a report, an opinion or a statement of an expert, that person or company had no reasonable grounds to believe and did not believe that there
had been a misrepresentation, the part of the offering memorandum did not fairly represent the report, opinion or statement of the expert, or was
not a fair copy of, or an extract from, the report, opinion or statement of the expert.

The Securities Act, 1988 (Saskatchewan) contains limitations periods, which provide that no action shall be commenced to enforce
any of the rights more than:

(a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or
(b) in the case of any other action, other than an action for rescission, the earlier of (i) one year after the plaintiff first had knowledge of the facts giving
rise to the cause of action, or (ii) six years after the date of the transaction that gave rise to the cause of action.

The Securities Act, 1988 (Saskatchewan) also provides a purchaser with the right to void the purchase agreement and to recover all
money and other consideration paid by the purchaser for the securities if the securities are sold in contravention of The Securities Act,
1988 (Saskatchewan), the regulations to The Securities Act, 1988 (Saskatchewan) or a decision of the Financial and Consumer Affairs
Authority. In the event that a purchaser receives an amended offering memorandum, that purchaser has a right to withdraw from the
agreement to purchase the securities by delivering a notice to the person who or company that is selling the securities, indicating the
purchaser’s intention not to be bound by the purchase agreement, provided such notice is delivered by the purchaser within two
business days of receiving the amended offering memorandum.

Statutory Rights of Action (Alberta Investors)

This only serves as a summary of your rights as an investor in the event of a misrepresentation. Please refer to the full text
of the Securities Act (Alberta), and the securities laws applicable to Alberta, for a complete understanding of investor’s
rights, limitations of those rights and certain parties’ defences to such rights.

The right of action for rescission or damages described herein is conferred by section 204 of the Securities Act (Alberta). If you are
purchasing securities under prospectus exemption s.2.10 – Minimum Amount Investment of National Instrument 45-106 Prospectus
Exemptions and are not accredited investors (as defined in NI 45-106), then the Alberta Securities Commission (“ASC”) may designate
this Term Sheet to be an offering memorandum. In addition, the Alberta Securities Commission may, if it considers that it would not
be prejudicial to the public interest to do so, make an order designating a document or class of documents to be, or not to be, an
offering memorandum. Accordingly, in the event that this Term Sheet is an offering memorandum, you will have certain rights provided
to you by the Securities Act, (Alberta) in the event of a misrepresentation.
Where an offering memorandum and contains a misrepresentation, the Securities Act (Alberta) provides that a purchaser who
purchases a security offered by the offering memorandum has the following rights of action, without regard to whether the purchaser
relied on the misrepresentation:

(a) for damages against:


(i) the issuer;
(ii) every director of the issuer at the date of the offering memorandum;
(iii) every person or company who signed the offering memorandum; and
(b) for rescission against the issuer.

The Securities Act (Alberta) provides a number of limitations and defences, including the following:

(a) if the purchaser elects to exercise a right of rescission against the issuer, the purchaser has no right of action for damages against a person or
company set out above;
(b) where a misrepresentation is contained in an offering memorandum, no person or company is liable:
(i) if the person or company proves that the purchaser had knowledge of the misrepresentation;
(ii) if the person or company proves that the offering memorandum was sent to the purchaser without the person’s or company’s knowledge
or consent and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the issuer that it
was sent without the knowledge and consent of the person or company;
(iii) if the person or company proves that the person or company, on becoming aware of the misrepresentation in the offering memorandum,
withdrew the person’s or company’s consent to the offering memorandum and gave reasonable notice to the issuer of the withdrawal and
the reason for it;

The Securities Act (Alberta) further provides a number of limitations and defences available to experts relating to any report, opinion
or statement of an expert contained in the offering memorandum.

Additionally, the Securities Act (Alberta) contains limitations periods, which provide that:

(a) in the case of an action for rescission, 180 days from the day of the transaction that gave rise to the cause of action; or
(b) in the case of any action, other than an action for rescission, the earlier of:
(i) 180 days from the day that the plaintiff first had knowledge of the facts giving rise to the cause of action; or
(ii) 3 years from the day of the transaction that gave rise to the cause of action.

The amount recoverable under the Securities Act (Alberta) may not exceed the price at which the securities were offered under the
offering memorandum.

In an action for damages, the defendant is not liable for all or any part of the damages that the defendant proves do not represent the
depreciation in value of the security as a result of the misrepresentation.

If a misrepresentation is contained in a record incorporated by reference in, or deemed incorporated into, an offering memorandum,
the misrepresentation is deemed to be contained in the offering memorandum.