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OVERVIEW

nEquicapita Income LP is a partnership created for the purpose of acquiring a portfolio of private, small and medium sized enterprises in the $5-20M range (“SMEs”). Equicapita Income Trust, is the RRSP eligible vehicle that allows for participation in Equicapita Income LP.

n Equicapita founders have a successful track record of investing in Western Canada; in energy, agriculture and SME’sn Highly experienced deal team, 45+ years of experience

Exempt Investor Offering Preferred Distribution: 10% RRSP Eligible

INVESTMENT OBJECTIVESnProvide investors with superior risk-adjusted returns by investing in a

portfolio of private SME’s nPreferred Unit target distribution of 10% per annum, paid quarterly

INVESTMENT THESISnGenerational opportunity exists to participate in a unique asset class;

capitalizing on the accelerating turnover of family owned businesses (e.g. baby boom)

nFunding gap exists - lack of capital available for SME transactions; Partnership structured to capitalize on opportunity

nPartnership will acquire western Canadian SME’s with the following characteristics: long-dated operating history, superior track record of producing stable returns and proven management teams

nWestern Canada has consistently generated high returns in the context of the world economy

EXPERIENCED MANAGEMENT TEAMnEquicapita founders have over 45 years of investment, advisory and

private equity experience; including managing a C$500 million emerging market fund

nStrong access to deal flownSuccessful track record of sourcing, funding and closing SME

transactions

RISK MANAGEMENTnPartnership has established an Investment Committee to follow a

disciplined investment approachnEquicapita is utilizing an established and in place infrastructure platform -

accounting, administration and regulatory compliancenVendor financing will be utilized to mitigate risk and ensure seamless

operational transitionsnMinimal conventional leverage in capital structure

CONFIDENTIAL INFORMATION MEMORANDUM

This memorandum is confidential and for internal distribution and use only. The contents are not to be reproduced or distributed to the public or the press. The information contained herein is current as of May 1, 2013 and is not guaranteed as to accuracy or completeness. This memorandum is for information purposes only and does not constitute an offer to sell or a solicitation to buy the securities referred to herein. This memorandum must not be redistributed in any form.

May 2013

Equicapita Income Trust - Preferred Trust Units

INVESTMENT HIGHLIGHTS

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SUMMARY OF PREFERRED TRUST UNIT

Issuer: Equicapita Income Trust - Preferred Trust Unit

Issue Price: $1.00 per Preferred Trust Unit

Minimum Purchase: $5,000

Term: 5 Year, Redeemable Preferred

Administrator: Equicapita Income GP Ltd.

Investment Objective: The purpose of the Trust is to allow RRSP investments in the Partnership. The objective of the Partnership is to generate attractive, stable returns and preserve capital by investing in a diversified portfolio of businesses with a track record of sustainable cash flow generated by managers that will remain in place after our acquisition

Quarterly Distributions: The Trust intends to make quarterly cash distributions to Unitholders

Redemptions: Following the fifth year anniversary of investment

Management Fee: None

Selling Concession: Up to 10% CommissionUp to 1% Dealer Administration FeeAnnual trailer fee of 1% of all remaining invested capital after 6 year anniversary of investment

Eligibility: Preferred Trust Unit – RRSP, TFSA, RESP, RRIF or Cash

SUMMARY OF TIED COMMON A LP UNIT

Issuer: Equicapita Income LP - Common A LP Units

Issue Price: $0.001 per Common A LP Unit

Administrator: Equicapita Income GP Ltd.

Investment Objective: The objective of the Partnership is to generate attractive, stable returns and preserve capital by investing in a diversified portfolio of businesses with a track record of sustainable cash flow generated by managers that will remain in place after our acquisition

Management Fee: None

Selling Concession: Up to 10% CommissionUp to 1% Dealer Administration Fee

Eligibility: Common A LP Units – Non-registered, cash only

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INVESTMENT OBJECTIVES AND STRATEGY

INVESTMENT OBJECTIVESn To invest in a diversified portfolio of businesses with a consistent track record of cash flow positive operations to generate attractive, stable

returns and create equity value in Common A and B LP unitsn Target distribution of 10.0% per annum, paid quarterly

INVESTMENT STRATEGYThe Partnership will seek to achieve its investment objectives by acquiring businesses that are:n Consistently cash flow positiven Primarily located in western Canadan Managed by a team that will remain in place

DEAL FLOW n The Partnership will benefit from the Manager’s existing deal origination and investment management platform

INVESTMENT CRITERIAThe Partnership will follow an investment policy based on preferred target criteria including: n Financial statements: > 5 yearsn EBITDA > $1 millionn Operating margin – stable or growingn Limited to moderate capital intensityn Limited to moderate balance sheet leveragen Durable competitive advantage – consistent sales and cash-flow growthn Ability to buy up to 100% of equityn Competent incumbent managers that will remain in placen Incumbent managers will accept performance-linked compensationn Vendor will accept earn-outs/clawbacks

INDUSTRY OVERVIEW

Since the global credit crisis began in 2008, the amount of buy-out capital available for exiting entrepreneurs has declined.

The Manager Believes that its investment Strategy Provides a Key Margin of Safety:n Retirements – boomer demographics have business owners retiring in increasing numbers, favors acquisitive entrepreneursn Large number of small/medium enterprises (SMEs = <100 employees) in western Canadan Modest PE penetration in Canadan Superior fundamentals – western Canada focus, a region which has a growing population and is the epicenter of a politically secure,

commodity producing regionn Attractive multiples – Canadian PE has significantly outperformed both public markets and PE in other countries

These factors have created an opportunity for private equity investors focused on smaller transactions in western Canada to acquire stable cash-flowing business at attractive valuation multiples.

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SENIOR TEAM

Michael Cook: BCom, CA, CBV

Michael has over 15 years experience working with SME businesses in many capacities (general business advisory, executive management, sell side advisory, buy side private equity and at the board of director level) over a broad range of industries (oilfield service, manufacturing, technology, distribution and oil & gas, among others). Michael has worked with SME businesses to improve operations, implement financial controls, introduce benchmarking, and to focus on key drivers to increase business value. Michael will incorporate his financial and operational expertise by working closely with portfolio companies, as well as building deal flow, structuring and negotiating transactions.

Greg Tooth: BCom, CFA

Greg has over 15 years of experience in commodity trading and private equity. As a director, Greg was responsible for corporate risk management efforts of a $300 million energy derivative portfolio. Greg has in-depth experience in energy infrastructure, most recently as a founding partner to lead efforts to acquire a $700 million gas-fired generation facility in Western Canada, with an aim to structure a high yield public equity offering. Greg has extensive experience sourcing, funding and closing private, mid-market transactions within the SME space. As principal, he led a private investor group in the consolidation of a highly fragmented transportation services business, culminating in the successful acquisition of three Alberta based companies. Greg will utilize his expertise to lead deal sourcing and structuring, in addition to implementing operational best practices within portfolio companies.

Stephen Johnston: BSc, LLB, MBA

Stephen has over 15 years experience as a fund manager from the debt and private equity perspectives. As a senior fund manager at Societe Generale Asset Management UK Stephen oversaw the private equity portion of approximately C$ 500 million in closed-end funds investing across all sectors in the emerging markets of the former Soviet Union, Eastern Europe, the Baltics and the Middle East. Stephen founded an asset management business with approximately $75 million in AUM, including Canada’s first RRSP/TFSA eligible farmland investment vehicle. Stephen will incorporate his extensive experience in fund management, investment selection and expertise in the exempt market space, will lead the structure, policies, process and procedures of the Investment Committee.

RISK FACTORS

An investment in Units is subject to certain risk factors, including but not limited to:

n Liquidity risk; n Risks relating to small companies;n Valuation risk;n Litigation risks;n The redemption of a significant number of

the Units;n Reliance of the Partnership on the

Manager;n Partnership has no operating history;n Ability of the Partnership to fund its

investments;

n Use of debt financing and leverage;n Risks relating to changes in the value of

the Canadian dollar;n Conflicts of interest;n Restrictions on ownership of the Units

which may result in repurchases of such Units; and

n Adverse changes in legislation.

n That there is no assurance that the Partnership will be able to achieve its investment objectives or make distributions;

n No guaranteed return;n Fluctuations in the value of commodities;n Concentration of investments held in the

Partnership;n Impact of competition;n Sensitivity to interest rates;n Availability of acquisition opportunities;

For a further discussion of Risk Factors refer to the Subscription Agreement

Equicapita #803, 5920 Macleod Trail SWCalgary, Alberta T2H 0K2www.equicapita.com

CONTACT INFORMATION

Stephen Johnstonsjohnston@equicapita.com

Greg Toothgtooth@equicapita.com

Michael Cookmcook@equicapita.com