Jov Flow-Through offers investors an opportunity to invest in a diversified portfolio of flow-through shares of resource companies. These flow-through shares are issued by companies in the mining and energy sectors and are available to individuals by way of Jov Flow-Through Limited Partnerships.

The diagram below illustrates the following:

• the structure of an investment in Units;
• the relationship among investors of a Jov Limited Partnership and the resource issuers; and
• a possible Liquidity Alternative structure

The numbers 1 through 7 below indicate the chronological order of an investment in Units, acquisition of flow-through shares of Resource Issuers, the flow of tax deductions to Limited Partners as well as a possible liquidity alternative.

How Jov Flow-Through Limited Partnerships Works

1. Investors purchase units of a Limited Partnership;
2. The General Partner then enters into Investment Agreements and purchases flow-through shares from select resource companies forming a portfolio of resource company stocks;
3. In exchange for the General Partners purchase of flow-through shares from the Portfolio Companies, these companies renounce their CEE and CDE and certain tax credits to the Limited Partnership;
4. The Limited Partnership then flows these tax benefits through to its Investors;
5. After a hold period of typically 18-24 months the Limited Partnership will transfer its assets to a Mutual Fund;
6. Shares of the Mutual Fund of equal value to the assets of the Limited Partnership, are then transferred back to the Limited Partnership;
7. Lastly, the Limited Partnership will in turn transfer the Mutual Funds shares to it’s Limited Partners on a tax-deferred basis.

There can be no assurance that any such Liquidity Event will be proposed, receive the necessary approvals (including regulatory approvals) or be implemented, or that a Mutual Fund will be established to participate in any Liquidity Event.