The following is a summary only and is not an offer to sell or a solicitation of an offer to buy these securities as such offer may only be made pursuant to the prospectus and the securities may only be subscribed for through an authorized dealer.

OFFERING SUMMARY

Issuer:

49 North 2008 Resource Flow-Through Limited Partnership

Issue Size:

Maximum: $15,000,000 (1,500,000 Units); Minimum: $ 3,000,000 (300,000 Units)

Price:

$10 per Unit

Minimum Subscription:

$2,000 (200 Units)

General Partner:

49 North 2008 Resource Fund Inc. 

Portfolio Manager:

TMM Portfolio Management Inc.

Investment Rationale and Investment  Objective:

The Partnership’s investment objective is to provide investors (ie “Limited Partners”) with a tax-assisted investment in a diversified portfolio of Flow-Through Shares of junior and intermediate resource companies engaged in mineral or oil and gas exploration in Canada, with a view to achieving capital appreciation for Limited Partners.

Use of Proceeds:

100% of the gross proceeds of the Offering (the “Available Funds”) will be invested in Flow-Through Shares. Agent fees and offering costs will be financed through a loan facility.

Investment Strategy:

Investments will be made on behalf of the Partnership by the Portfolio Manager in accordance with the Partnership’s investment objective, strategy and Investment Guidelines as described in the prospectus. Subject thereto, all Available Funds will be invested in Flow-Through Shares of Resource Issuers involved in resource exploration in Canada; with it anticipated, based on current conditions in the resource sector, that the Portfolio will be initially weighted as to approximately 75% to investment in Mining Issuers and approximately 25% to investment in Oil and Gas Issuers.

Investment Guidelines:

• not less than 70% of Available Funds will be invested in Resource Issuers whose shares are listed on a Canadian stock exchange, with such funds expected to be invested predominantly in Resource Issuers that are listed on the TSX Venture Exchange and the balance of such funds in Resource Issuers listed on the TSX.
• at least 50% of Available Funds will be invested in listed Resource Issuers with a market capitalization over $20,000,000.
• up to 30% of Available Funds may be invested in non-listed Resource Issuers, including Resource Issuers that may not be reporting issuers and which may, therefore, be subject to continuing resale restrictions.
• the Partnership will limit any investment in a single Resource Issuer to a maximum of 10% of Available Funds.

Income Tax Considerations:

The General Partner intends to invest all Available Funds under agreements pursuant to which the investee Resource Issuers will agree to incur and renounce to the Partnership, in amounts equal to the subscription price of the Flow-Through Shares, Canadian exploration expenses (“CEE”) including, as applicable, certain Canadian development expenses (“CDE”) which may be renounced as CEE. The Partnership will use all reasonable efforts to invest 100% of Available Funds such that the resulting CEE and deemed CEE will be renounced by the investee Resource Issuers to the Partnership with an effective date not later than December 31, 2008. Subject to certain limitations, Limited Partners with sufficient income will be entitled to claim deductions for CEE and deemed CEE so renounced and may be entitled to certain investment tax credits deductible from tax payable.

Proposed
Roll-over Transaction:

In order to provide investors with the potential for long-term growth of capital and secondary market liquidity, the General Partner currently intends to implement, on or about February 15, 2009, a “Proposed Roll-over Transaction” pursuant to which Units sold in the Offering will be exchanged, on a tax deferred “roll-over” basis for common shares of 49 North Resource Fund Inc., a “non-redeemable investment fund” whose common shares are listed on the TSX Venture Exchange.

Eligibility for Investment:

The Units do not constitute “qualified investments” for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans or registered education savings plans for the purposes of the Income Tax Act (Canada). Common shares of 49 North Resource Fund Inc. that are acquired in the Proposed Roll-over Transaction, however, are qualified investments for RRSPs and such other trusts.

Selling Jurisdictions:

All provinces and territories of Canada. The Units cannot be purchased or held by “non-residents” as defined in the Income Tax Act (Canada).

Key Dates:

Risk Factors:

Prospectus and Material Contracts: