FarmCap Farmland LP is currently accepting investment from private individuals and corporations on the following terms. Please contact us to discuss the significant tax advantages to investing via a corporation.

Offering Memorandum Details

Issuer:
FarmCap Farmland LP (the “Partnership”)

Offering:
Class A Limited Partnership units (the “Units”) to be issued by way of private placement exemptions from prospectus requirements

Price per Unit:
$1.00

Maximum Gross Proceeds:
$25,000,000

Use of Funds:
The Partnership will use the proceeds from this offering in conjunction with capital from other funding sources, net of expenses, to:

- Acquire farmland in Canada, in particular in the province of Saskatchewan

- Lease acquired farmland to farmers

- Monitor farmland leases

Investor Eligibility:
Includes Eligible and Non-Eligible investors

Friends, Family and Business Associates

Minimum Investment:
Initial Subscription: $25,000 Subsequent Subscriptions $5,000 The general partner of the Partnership may accept lesser amounts in its sole discretion

Closing:
Monthly or other such times as determined by the general partner of the Partnership

Partnership Agreement:
The rights, privileges, restrictions and conditions of the Units are set out in the limited partnership agreement of the Partnership dated December 14, 2021 (the “Partnership Agreement”) and this Term Sheet is qualified in its entirety by the terms of the Partnership Agreement. Investors should review the Partnership Agreement for complete details.

Redemption:
Annual redemption of the greater of $100,000 or 5% of Partnership net asset value

Early Liquidity Premium of 10%/8%/6%/4%/2%/0% in years 0/1/2/3/4/ thereafter

Placement and Trailer Fees:
Up to 7% of aggregate subscription amount, inclusive of an administration commission of up to 2%, a Trailer Commission of 0.5% of Net Asset Value per annum and an Equity Trailer Commission of 2.5% of net asset value growth subject to a Highwater mark, paid in Units

Managment Fee:
1.35% of Net Asset Value per annum and 7.5% of Net Asset Value growth subject to a Highwater mark, paid in Units

Legal:
Borden Ladner Gervais LLP

Auditor:
Baker Tilly

Farmland Ownership Restrictions:
To comply with The Saskatchewan Farm Security Act:

The beneficial owner of Units must be either:

- A Canadian citizen;

- A permanent resident of Canada within the meaning of the Immigration and Refugee Protection Act (Canada); or

- A corporation or any other entity in which all the shares or interests are legally and beneficially owned, and all the memberships are held, by resident persons or other Canadian-owned entities

The beneficial owner of Units must not be:

- A pension plan;

- The administrator of a pension plan while that person is acting in that person’s capacity as an administrator;

- A trust; or

- A person or class of persons prescribed in the SFSA regulations

Disclaimer:
This presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities. There will be no sales of any securities without compliance with the prospectus and registration requirements under applicable securities laws. This presentation and its contents are not, and recipients should not treat them, as advice relating to legal, taxation or investment matters. Recipients of the presentation must consult their own professional advisers.

In the Canadian provinces and territories (other than British Columbia, Alberta and Quebec), this presentation may be deemed to be an offering memorandum. If an offering memorandum contains a misrepresentation (which includes a misstatement of a material fact), you may have statutory rights to sue for damages or rescission of your investment depending on the law of your province or territory. These rights can be lost if your do not commence your claim within the limitation periods set out under applicable law. For more information regarding your rights, refer to securities legislation and consult with a lawyer.

Contact:
FarmCap Farmland LP

#505 - 333 - 25th Street East

Saskatoon, Saskatchewan S7K 0L4

Attention: Roger Grona

Email: info@FarmCapFLP.ca

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