Investment Timing /Focus:  Current share values for Canadian Exploration Companies creates a Flow-
Through share investment opportunity. MTAX 2009 (NO. 2) GOLD MINERAL LP is a smaller fund that
will focus on a portfolio of gold and other exploration companies having quality exploration programs,
experienced management and capital gain potential.

MTAX Track Record:  All three MTAX 2008 offerings gave investors a return on their net after tax
invested capital significantly in excess of 50%. Our first 2009 MTAX offering has a current market value of
approximately $29,000 per $25k investment. Review MTAX Track Record, summary page 8 for previous
returns.

 2009 Attractive Tax Deductions:  Flow through share investments continue to be the only risk free tax
deduction written into the Canadian Tax Act. Investors will benefit from a deduction against 2009 income of
100% Canadian Exploration Expense, a 15% Federal Tax credit and where available a 20% BC Provincial
Tax credits . These deductions and tax credits are equivalent up to a 158% deduction in 2009. Refer to
summary page 2 and 3.
For example in MTAX 2008 (No.2), investors received $16,825 in tax savings per $25,000 investment.

Strong Management Experience:  The General Partner is comprised of Lou Duarte and Jim Kerr.
Mr. Duarte has over 30 years experience in the mining industry and has acted as a principal and financial
consultant with involvement in private placement equity financing. He has undertaken 13 previous MTAX
offerings.
Mr. Jim Kerr, C.A. is a former partner with KPMG, a national accounting firm, for over 25 years .Jim has
acted as a lead partner to a number of public mining corporations with regard to tax matters and analysis of
financial statements.

 Optional Charitable Giving Benefits:  Investors have the option of donating their shares directly to a
charity and receive the equivalent of a 100% deduction equal to the value of the shares at the time of the
donation in addition to the flow through share deductions. With MTAX 2009 (NO. 2) GOLD MINERAL
LP, you can obtain the effect of two deductions .
For a $1,000 donation after utilizing flow-through deductions, investors would have approximately $906 of
income tax savings. Refer to Summary page 2 and 3.

 Liquidity:  Investors can expect to receive public share certificates, of the various companies invested in by
MTAX 2009 (NO. 2) GOLD MINERAL LP, approximately 4-5 months after the investment in the
exploration companies. Most other similar funds roll into a mutual fund and are not liquid for investors
until 2011 or 2012.

For further information, please contact either:
Jim Kerr at 604-760-8355 or jamesdkerr@shaw.ca
George Ritchie  604-828-0757 or 604 687-1919 or garitchie@strandco.com

visit www.MTAXFLOWTHROUGH.com

Assumed that the value of the MTAX 2009 (NO. 2) GOLD Mineral LP shares in 2009
on the date given is 90% of the investors original cost.

$100,000 Donation without MTAX

$100,000

Lou Duarte

President and Director

Mr. Lou Duarte has over thirty years of experience in the mining industry. Since 1985 he has acted
as principal and as a financial consultant to the mining industry for the purpose of assisting and
arranging various prospectus and private placement equity financings.

From 2002 to 2004 Mr. Duarte become involved with mineral projects in China as a founder,
President, CEO and Director of Maxy Gold Corp (TSX: MXD) and as Director of Pacific Minerals
Inc. which changed its name to Jinshan Gold Mines Inc. (TSX.: JIN). Currently Mr. Duarte is a
Director of New Pacific Metals Corp. (TSX:NUX)

From 2000 to 2008 Mr. Duarte was a principal and President of the general partners for twelve flowthrough share offerings, MTAX 2000 Mineral Limited Partnership, MTAX 2000 (No. 2) Mineral
Partnership, MTAX 2001 (No. 1) Mineral Partnership, MTAX 2001 (No. 2) Mineral Partnership,
MTAX 2002 (No. 2) Mineral Limited Partnership, MTAX 2005 Mineral Limited Partnership, MTAX
2006 Mineral Limited Partnership, MTAX 2006 (No. 2) Mineral Limited Partnership and MTAX
2007 Mineral Limited Partnership, MTAX 2007 (No. 2) Mineral Limited Partnership, MTAX 2008
Mineral Limited Partnership and MTAX 2008 ( No. 2) Mineral Limited Partnership, MTAX 2008
Gold Limited partnership

Jim Kerr

Director and Advisor

Mr. Kerr is a Chartered Accountant and a former partner for over 25 years at KPMG, a national
accounting firm.

In his career in public accounting Mr. Kerr acted as lead partner to some of Canada’s largest public
corporations including a number of public mining corporations in British Columbia. Mr. Kerr brings
his significant financial expertise to MTAX as an advisor in tax matters and analysis of financial
statements of public mining companies. Mr. Kerr will be active in the day to day activities of MTAX.

Companies which incur certain mineral exploration expenditures in Canada are
eligible for deductions from income for tax purposes relating to CEE. Such
deductions for federal income tax purposes related to mineral exploration equal
100% of expenditures incurred. These income tax deductions may be available to
investors who contract to purchase shares in consideration that such companies incur
such expenses and renounce the income tax deductions to such investors. Shares
issued in these circumstances are generally known as flow- through shares.

The General Partner intends to obtain for Limited Partners the applicable income tax
deductions associated with Flow-through Shares. The General Partner, with
assistance of the Review Committee, has identified Mining Companies believed to be
attractive investments. Selection of these companies has been based on a review of
their stock trading history, the capabilities of their management and their mining
properties. The General Partner is currently negotiating Share Purchase Agreements
with selected Mining Companies on behalf of the Partnership and the price of Flowthrough
Shares. Each Mining Company will undertake to incur after the date the Share Purchase Agreement is entered into and before December 31, 2011, mineral exploration in Canada qualifying for CEE. Under the Share Purchase Agreements, CEE will be renounced to the Partnership by each Mining Company and the Partnership will receive Flow- through Shares.

The General Partner intends to reduce the risks associated with investments in
Mining Companies through the creation of a portfolio. Shares of the Mining
Companies selected for inclusion in the portfolio trade on the TSX or the TSX
Venture Exchange.

The number of Mining Companies and the amount of investment of the Flowthrough Proceeds to be derived by the Partnership from the Offering in any one
Mining Company will be at the sole discretion of the General Partner.

Each Person who wishes to purchase Partnership Units will be required to complete and deliver to one of the Agents a Subscription Agreement in the form
accompanying this Offering Memorandum and pay the Subscription Price in full by
cheque payable to “MTAX 2009 (NO. 2) GOLD Mineral Limited Partnership in
Trust.”

The gross proceeds to be derived by the Partnership from the maximum Offering, minimum Offering and per Partnership Unit will be applied as follows:

Estimated 2009
Income Tax Deductions:

The General Partner is entitled to receive the following fees and remuneration in connection with its services as General Partner of the Partnership:

• in the event that the selling commission referred to in the section above
  opposite the heading “Use of Proceeds” are not fully paid out to the Agents,
  any unpaid balance will be paid to the General Partner or its assignee for its
  having monitored the selling activities of the Agents;
• an offering costs allowance and syndication fee equal to 4% of the total gross
  proceeds derived from the Offering, out of which the General Partner will pay
  all legal and other consulting costs and the printing, mailing, filing and similar
  costs associated with the Offering incurred by the Partnership or the General
  Partner through completion of the Offering and all Closings, regardless of the
  actual amount of such costs;
• subject to regulatory approval, the General Partner may receive finder’s fees
  or a portion of the finder’s fees payable to Strand Securities Corporation by
  the Mining Companies with which the Partnership enters into Share Purchase
  Agreements. The amount of such finders fees, if received, would be in the
  range of 2% to 8% of the aggregate consideration paid or payable in respect of
  the Flow-through Shares plus in some cases Warrants to be issued pursuant
  to such agreements; and
• prior to winding–up and subsequent dissolution of the Partnership, the
  General Partner is entitled to receive an amount equal to 2.5% of all Net
  Proceeds Upon Liquidation and the Shares received from Mining Companies
  in the same proportions thereof as are distributed to the Limited Partners plus
  an Incentive Bonus equal to 50% of Warrants held by the Partnership.

• there is no market through which the Partnership Units may be sold and transfer of
  Partnership Units is restricted;
• the securities of the Mining Companies are generally highly speculative and involve
  significant risk;
• the Flow-through Shares will be issued to the Partnership at prices based upon but not necessarily equal to the market price of the Shares at time the Partnership commits funds and the Flow-through Shares  will be subject to hold periods restricting their resale;
• there are certain risks inherent in mineral exploration and the business activities of Mining Companies;
• potential loss of limited liability for Limited Partners under certain circumstances;
• concentration in the portfolio of Flow-through Shares held by the Partnership;
• adverse fluctuations in the market value of securities to be held by the Partnership;
• possible legislative or administrative changes with respect to the tax treatment of limited partnerships and the exploration expenses incurred pursuant to the Share Purchase Agreements entered into by the Partnership;
• the possibility that Mining Companies will not renounce expenditures intended to qualify as CEE equal to the Flow-through Proceeds and that amounts renounced pursuant to the Share Purchase Agreements will not qualify as CEE;
• investors are relying on the good faith, expertise and discretion of the General Partner in selecting and investing the Flow-through Proceeds derived from the Offering in Mining Companies and in conducting the orderly winding–up and subsequent dissolution of the Partnership in the manner intended;
• the General Partner has no material net worth;
• the ability of the directors and officers of the General Partner to engage in activities which may be competitive with the Partnership, including acting in such capacity for other limited partnerships that invest in Flow- through shares;
• Partnership Units are most suitable for an individual whose income is subject to the highest marginal income tax rate; and
• there can be no assurance that an active secondary market will exist for Flow-through Shares acquired by the Partnership or for the Shares to be acquired by the Limited Partners upon dissolution of the Partnership, due to fluctuations in trading volumes and prices.
• the Partnership not being able to fully invest all its available funds in CEE, resulting in the reduction of the tax advantages available to the Limited Partners.
• Although the Partnership will only invest in Private Mining Companies which are contemplating to list their shares on a public Stock Exchange, there can be no assurance that such Private Mining Companies will be successful in obtaining such listing in which case the Flow-through Shares acquired from such Private Mining Companies will have limited liquidity or marketability if at all.