Use this template to prepare an Offering Memorandum for a private placement offering of limited partnership units in Canada. The investment will qualify as a "tax shelter" in accordance with the Income Tax Act. Provisions of the offering include:

• Any investment in the units should be considered highly speculative and very risky, and should only be undertaken by persons who are financially able to risk and lose their entire investment.
  
• The offering is made pursuant to certain exemptions under the applicable securities legislation in the jurisdictions in which the shares are being offered for sale.
  
• There are certain restrictions on the resale or transfer of the securities.
  
• Contains a section on income tax consequences of investing in a tax shelter investment.

This is a Canadian legal document in MS Word format.