Resource Capital Investment Corporation (hereinafter referred to as “RCIC”) is an investment advisory
firm with its principal place of business in Carlsbad, California and was founded in 1998. RCIC is owned
by Sprott U.S. Holdings, Inc., a subsidiary of Sprott Inc. (“Sprott”), a Canadian public company. RCIC
was registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser on
May 17, 2013. Sprott Resource Lending Partnership (“SRLP”), Sprott Private Resource Streaming and
Royalty (Management), LP (“SRSP”), Sprott Resource Lending (US Manager) Corp. (“SRLC US”), and
Sprott Resource Streaming and Royalty (US Manager) Corp. (“SRSC US”) are each registered as a
relying investment adviser in accordance with SEC guidance under the Advisers Act. RCIC, SRLP,
SRSP, SRLC US, and SRSC US are collectively referred to as the “Advisers.”
Partnerships
RCIC, a Nevada corporation, serves as the general partner of various investment partnerships intended
for sophisticated investors (such sophisticated investors of any Fund (as defined below) are referred to
herein as “Limited Partners”) that invest in companies engaged in natural resources and related
industries. The partnerships currently managed by the Advisers are as follows: (1) Exploration Capital
Partners 1998-B Limited Partnership; (2) Exploration Capital Partners 2000 Limited Partnership (“Explo
2000”); (3) Exploration Capital Partners 2005 Limited Partnership (“Explo 2005”); (4) Exploration
Capital Partners 2009 Limited Partnership; (5) Resource Income Partners Limited Partnership
(“RIPLP”); (6) Exploration Capital Partners 2012 Limited Partnership (“Explo 2012”), (7) Natural
Resource Income Investing Limited Partnership (“NRIILP”); (8) Exploration Capital Partners 2014
Limited Partnership (“Explo 2014”); and (9) Sprott Rights & Pipes Opportunity I LP (“Rights & Pipes”)
(each hereinafter referred to as a “Partnership”). Following the departure of portfolio manager Arthur
Richards Rule IV, investment management responsibilities for the Partnerships were transferred to an
investment committee comprised of existing portfolio managers of the Advisers (the “Partnership
Investment Committee”). Rule Advisors LLC (“Rule Advisors”), an investment adviser wholly owned
by Mr. Rule, registered as an investment adviser under the Advisers Act effective as of May 20, 2021.
On May 20, 2021, Rule Advisors was engaged as the sub-adviser to the Partnerships, and consequently,
Mr. Rule resumed discretionary investment management activities and certain solicitation activities on
behalf of the Partnerships. The Advisers note that registration with the SEC as an investment adviser
does not imply a certain level of skill or training.
Master-Feeder, Lending Funds I, II and III, Streaming Fund, Streaming Fund Annex, and
Evergreen Lending Fund
RCIC advises five private funds, all of which are part of a master-feeder fund structure: (1) Sprott Private
Resource Lending, LP, a limited partnership established under the laws of the Province of Ontario for
Canadian investors (the “Canadian Partnership”); (2) Sprott Private Resource Lending (US), LP, a
limited partnership established under the laws of the Province of Ontario for U.S. investors (the “US
Partnership”); (3) Sprott Private Resource Lending (International), LP, a limited partnership formed
under the laws of the Province of Ontario for U.S. tax-exempt and non-U.S. and non-Canadian investors
(the “International Partnership”); (4) Sprott Natural Resource Lending Fund 2016 LP, a Delaware
limited partnership for U.S. investors (the “Delaware Feeder”), which will invest a substantial portion
of its assets in the US Partnership; (5) Sprott Private Resource Lending (Collector), LP, a limited
partnership established under the laws of the Province of Ontario (the “Collector Partnership”). Each of
the Canadian Partnership, the US Partnership and the International Partnership invest substantially all of
their assets in the Collector Partnership. These entities are closed-ended private funds and were closed
for investment on April 5, 2017. The Delaware Feeder closed for investment on October 31, 2016.
The Canadian Partnership, the US Partnership, the International Partnership, the Delaware Feeder, and
the Collector Partnership are collectively referred to as the “Lending Fund I.”
SRLP advises six private funds, all of which are part of a master-feeder structure: (1) Sprott Private
Resource Lending II, LP, a limited partnership established under the laws of the Province of Ontario for
Canadian investors (the “Canadian Partnership (II)”); (2) Sprott Private Resource Lending II (US), LP,
a limited partnership established under the laws of the Province of Ontario for U.S. investors (the “US
Partnership (II)”); (3) Sprott Private Resource Lending II (International), LP, a limited partnership
formed under the laws of the Province of Ontario for U.S. tax-exempt and non-U.S. and non-Canadian
investors (the “International Partnership (II)”); (4) Sprott Private Resource Lending II (Collector), LP, a
limited partnership established under the laws of the Province of Ontario (the “Collector Partnership
(II)”); and (5) Sprott Private Resource Lending II (US-AIS), LP, a limited partnership established under
the laws of the Province of Ontario (the “US-AIS Partnership”); as well as (6) Sprott Private Resource
Lending II (Cal-Co-invest), LP, a limited partnership established under the laws of the Province of
Ontario (the “Cal-Co-investment Partnership”). Each of the Canadian Partnership (II), the US
Partnership (II), the International Partnership (II) and the US-AIS Partnership invest as parallel funds
and invest in the same loans and securities, and invest substantially all of their assets in the Collector
Partnership (II). The Cal-Co-investment Partnership is a co-investment vehicle that invests alongside the
foregoing parallel funds from time to time. These entities are private funds and were closed for
investment on April 30, 2020.
The Canadian Partnership (II), the US Partnership (II), the International Partnership (II), the US-AIS
Partnership, the Cal-Co-investment Partnership and the Collector Partnership (II) are collectively
referred to as the “Lending Fund II.”
SRLP advises five additional private funds, all of which are part of a master-feeder structure: (1) Sprott
Private Resource Lending III (Canadian), LP, a limited partnership established under the laws of the
Province of Ontario principally for Canadian investors (the “Canadian Partnership (III)”); (2) Sprott
Private Resource Lending III (US), LP, a limited partnership established under the laws of the Province
of Ontario principally for U.S. taxable investors (the “US Partnership (III)”); (3) Sprott Private Resource
Lending III (International), LP, a limited partnership formed under the laws of the Province of Ontario
principally for certain U.S. tax-exempt and non-U.S. and non-Canadian investors (the “International
Partnership (III)”); (4) Sprott Private Resource Lending III (AIV), LP, a limited partnership established
under the laws of the Province of Ontario for U.S. investors (the “AIV Partnership”); and (5) Sprott
Private Resource Lending III (Collector-1), LP, a limited partnership established under the laws of the
Province of Ontario (the “Collector Partnership (III)”). Each of the Canadian Partnership (III), the US
Partnership (III), the International Partnership (III) and the AIV Partnership invest as parallel funds and
invest in the same loans and securities, and invest substantially all of their assets in the Collector
Partnership (III). These entities are private funds.
The Canadian Partnership (III), the US Partnership (III), the International Partnership (III), the AIV
Partnership and the Collector Partnership (III) are collectively referred to as the “Lending Fund III.”
SRLP advises five additional private funds, all of which are part of a master-feeder structure: (1) Sprott
Structured Opportunities (Canadian), LP, a limited partnership established under the laws of the Province
of Ontario principally for Canadian investors (the “Canadian Opportunities Fund”); (2) Sprott Structured
Opportunities (US), LP, a limited partnership established under the laws of the Province of Ontario
principally for U.S. taxable investors (the “US Opportunities Fund”); (3) Sprott Structured Opportunities
(International), LP, a limited partnership formed under the laws of the Province of Ontario principally
for certain U.S. tax-exempt and non-U.S. and non-Canadian investors (the “International Opportunities
Fund”); (4) Sprott Structured Opportunities (AIV), LP, a limited partnership established under the laws
of the Province of Ontario for U.S. investors (the “AIV Opportunities Fund”); and (5) Sprott Structured
Opportunities (Collector 1), LP, a limited partnership established under the laws of the Province of
Ontario (the “Collector Opportunities Fund”). Each of the Canadian Opportunities Fund, the US
Opportunities Fund, the International Opportunities Fund and the AIV Opportunities Fund invest as
parallel funds and invest in the same loans and securities, and invest substantially all of their assets in
the Collector Opportunities Fund. These entities are private funds.
The Canadian Opportunities Fund, the US Opportunities Fund, the International Opportunities Fund, the
AIV Opportunities Fund and the Collector Opportunities Fund are collectively referred to as the
“Structured Opportunities Fund.”
SRLP advises the Sprott Resource Lending and Opportunities Master LP, a limited partnership
established under the laws of Delaware for U.S. investors (the “Evergreen Master”), which is part of a
master-feeder structure. Sprott Resource Lending and Opportunities LP, a limited partnership
established under the laws of the Province of Ontario for Canadian, U.S. Non-Taxable, and Non-
U.S./Non-Canadian investors (the “Evergreen Feeder”), managed by Sprott Asset Management LP, an
affiliate of SRLP and RCIC, acts as a feeder fund and invests substantially all of its capital in the
Evergreen Master. These entities are open-ended private funds. The Evergreen Master and Evergreen
Feeder are collectively referred to as the “Evergreen Fund.”
With regards to Lending Fund I, the M Fund (as defined below), and the Co-investment Partnerships,
RCIC and SRLP entered into a sub-management agreement pursuant to which RCIC will delegate to
SRLP all aspects of the management of each Lending Fund’s investments, including investigating,
analyzing, structuring and negotiating potential investments, monitoring the performance of loan
investments and portfolio companies and making determinations as to disposition and other
opportunities in respect of the investments. RCIC will be responsible for supervision of SRLP and will
provide certain administrative services to Lending Fund I. A similar arrangement exists with respect to
the Delaware Feeder. SRLP is a relying adviser in reliance on RCIC’s SEC registration with respect of
all funds managed by SRLP.
SRSP advises the following private funds, all of which are part of a master-feeder structure: (1) Sprott
Private Resource Streaming and Royalty (US), LP, a limited partnership established under the laws of
the Province of Ontario for U.S. investors (the “US Partnership (Streaming)”); (2) Sprott Private
Resource Streaming and Royalty (Canada),
LP, a limited partnership established under the laws of the
Province of Ontario for Canadian investors (the “Canadian Partnership (Streaming)”; (3) Sprott Private
Resource Streaming and Royalty (International), LP, a limited partnership established under the laws of
the Province of Ontario for U.S. Non-Taxable, and Non-U.S./Non-Canadian investors (the “International
Partnership (Streaming)”); (4) Sprott Private Resource Streaming and Royalty (US-AIS), LP, a limited
partnership established under the laws of the Province of Ontario for Canadian investors (the “US-AIS
Partnership (Streaming)”); (5) Sprott Private Resource Streaming and Royalty (Cal-Co-Invest), LP, a
limited partnership established under the laws of the Province of Ontario for Canadian investors (the
“Cal-Co-investment Partnership (Streaming)”); (6) Sprott Private Resource Streaming and Royalty
(OPERF-Co-Invest), LP, a limited partnership established under the laws of the Province of Ontario for
Canadian investors (the “OPERF-Co-investment Partnership (Streaming)”); (7) Sprott Private Resource
Streaming and Royalty (BR-Coinvest), LP, a limited partnership established under the laws of the
Province of Ontario for Canadian investors (the “BR-Co-investment Partnership (Streaming)”); (8)
Sprott Private Resource Streaming and Royalty (Collector), LP, a limited partnership established under
the laws of the Province of Ontario (the “Collector Partnership (Streaming)”). The US Partnership
(Streaming), the Canadian Partnership (Streaming), the International Partnership (Streaming), the US-
AIS Partnership (Streaming), the Cal-Co-investment Partnership (Streaming), OPERF-Co-investment
Partnership (Streaming), BR-Co-investment Partnership (Streaming) and the Collector Partnership
(Streaming) are collectively referred to as the “Streaming Fund;” (9) Sprott Private Resource Streaming
and Royalty Annex (US), LP, a limited partnership existing under the laws of the Province of Ontario
(the “US Partnership (Streaming Annex)”); and (10) Sprott Private Resource Streaming and Royalty
Annex (Canada), LP, a limited partnership existing under the laws of the Province of Ontario (the
“Canadian Partnership (Streaming Annex)”, together with the US Partnership (Streaming Annex), the
“Streaming Fund Annex”). SRSP is a relying adviser in reliance on RCIC’s SEC registration with
respect to all funds managed by SRSP.
Other Funds
SRLP serves as the adviser to the Sprott Private Resource Lending (M), LP (the “M Fund”), a private
lending fund formed as a limited partnership under the laws of the State of Delaware that invests in
companies in the mining, resource, and energy production sectors on a global basis.
Each of the Canadian Partnership, the US Partnership, the International Partnership, the Delaware
Feeder, the Collector Partnership, the M Fund, the Canadian Partnership (II), the US Partnership (II), the
International Partnership (II), Sprott Private Resource Lending II, LLC (“Blocker LLC (II)”), Sprott
Private Resource Lending II (US), LLC (“Blocker II US LLC”), Sprott Private Resource Lending II
(Collector-2), LP (“US Collector Partnership II” and, together with Blocker LLC (II) and Blocker II US
LLC, the “LF II Blockers”), the Canadian Partnership (III), the US Partnership (III), the International
Partnership (III), the AIV Partnership, the Collector Partnership (III), Sprott Private Resource Lending
III, LLC (“Blocker LLC (III)”), Sprott Private Resource Lending III (US), LLC (“Blocker III US LLC”),
Sprott Private Resource Lending III (Collector-2), LP (“US Collector Partnership III” and, together with
Blocker LLC (III) and Blocker III US LLC, the “LF III Blockers”), the Canadian Opportunities Fund,
the US Opportunities Fund, the International Opportunities Fund, the AIV Opportunities Fund, the
Collector Opportunities Fund, Sprott Structured Opportunities, LLC (“Blocker LLC (SOF)”), Sprott
Structured Opportunities (US), LLC (“Blocker SOF US LLC”), Sprott Structured Opportunities
(Collector 2), LP (“US Collector SOF” and, together with Blocker LLC (SOF) and Blocker SOF US
LLC, the “Structured Opportunities Blockers”), the US Partnership (Streaming), the International
Partnership (Streaming), the Canadian Partnership (Streaming), Mid Tennessee Royalty Co-Invest, LP
(“Tennessee Royalty Blocker”), Sprott Resource Streaming and Royalty (US-AIS), LLC (“US-AIS
Streaming Blocker”), Sprott Resource Streaming and Royalty (US) LLC (“US Streaming Blocker”),
Sprott Private Resource Streaming and Royalty (Collector-2), LP (“US Collector Partnership
(Streaming)” and, together with Tennessee Royalty Blocker, US-AIS Streaming Blocker and US
Streaming Blocker, the “Streaming Blockers”), Sprott Private Resource Streaming and Royalty Annex
(US), LLC (“US Streaming Annex Blocker”), Sprott Private Resource Streaming and Royalty, Annex
(US Collector), LP (“US Collector Partnership (Streaming Annex)” and together with US Streaming
Annex Blocker, the “Streaming Annex Blockers”), and the Evergreen Fund is referred to in this Brochure
as a “Client” or “Fund”, along with other funds advised by the Advisers as identified above.
SRLC US
The LF II Blockers function as a separately-managed blocker entities for the International Partnership
(II), the US Partnership (II) and the Canadian Partnership (II) with respect to investments (“Lending
Fund II US Managed Investments”) other than investments in any of the following (collectively, “Non-
US Managed Investments”): (a) shares of the capital stock of a corporation or an interest in any other
person, other than an interest, the disposition of which would, based on the determination of SRLP, give
rise to or subject non-Canadian investors to Canadian tax payment and/or filing obligations; (b)
indebtedness; (c) annuities; (d) commodities or commodities futures that are purchased or sold, directly
or indirectly in any manner whatever, on a commodities or commodities futures exchange; (e) currencies;
and (f) options, interests, rights and forwards and futures agreements in respect of property described in
clause (a) through (e) above or an agreement under which obligations are derived from interest rates,
from the price of property described in clause (a) through (e) above, from payments made in respect of
such a property by its issuer to holders of such property, or from an index reflecting a composite measure
of such rates, prices or payments, whether or not the agreement creates any right in or obligations
regarding the referenced property itself. Similarly, the LF III Blockers function as separately-managed
blocker entities for the Canadian Partnership (III), the US Partnership (III) and the AIV Partnership with
respect to investments (the “Lending Fund III US Managed Investments”) other than Non-US Managed
Investments, and the Structured Opportunities Blockers function as separately-managed blocker entities
for the Canadian Opportunities Fund, the US Opportunities Fund, the International Opportunities Fund,
the AIV Opportunities Fund and the Collector Opportunities Fund with respect to investments (the
“Structured Opportunities US Managed Investments”) other than Non-US Managed Investments.
SRLC US provides investment advisory services to the LF II Blockers, the LF III Blockers and the
Structured Opportunities Blockers, including sourcing, evaluating, negotiating, overseeing, managing
and disposing of the Lending Fund II US Managed Investments, the Lending Fund III US Managed
Investments and the Structured Opportunities US Managed Investments. SRLC US is a relying adviser
in reliance on RCIC’s SEC registration with respect to all funds managed by SRLC US.
SRSC US
The Streaming Blockers function as separately-managed blocker entities for the US-AIS Partnership
(Streaming) and the US Partnership (Streaming) with respect to investments (the “Streaming US
Managed Investments”) other than Non-US Managed Investments.
The Streaming Annex Blockers function as separately-managed blocker entities for US Partnership
(Streaming Annex) with respect to investments (the “Streaming Annex US Managed Investments”) other
than Non-US Managed Investments.
SRSC US provides investment advisory services to the Streaming Blockers, including sourcing,
evaluating, negotiating, overseeing, managing and disposing of Streaming US Managed Investments.
SRSC US is a relying adviser in reliance on RCIC’s SEC registration with respect to all funds managed
by SRSC US.
Advisory Services
The Advisers’ investment advisory services to the Funds include sourcing, evaluating, negotiating,
overseeing, managing and disposing of investments in the natural resources industry. The Advisers tailor
their advisory services in accordance with each Fund’s investment strategy as disclosed in such Fund’s
offering documents. Further specific details of the Advisers’ advisory services are set forth in each
Fund’s respective private placement memorandum, management agreement and partnership agreement
or similar governing document. Investors in the Funds participate in the overall investment program for
the applicable Funds, but can be excused from a particular investment due to legal, regulatory or other
applicable constraints.
The Advisers are permitted to enter and have entered into side letters or other similar agreements with
certain investors that have the effect of establishing rights under, supplementing or altering a Fund’s
partnership agreement or an investor’s subscription agreement. Such rights or alterations could be
regarding economic terms, fee structures, excuse rights, information rights, co-investment rights
(including the provision of priority allocation rights to limited partners who have capital commitments
in excess of certain thresholds to one or more Funds), or transfer rights. Other side letter rights are likely
to confer benefits on the relevant investor at the expense of the relevant Fund or of investors as a whole,
including in the event that a side letter confers additional reporting, information rights and/or transfer
rights, the costs and expenses of which are expected to be borne by the relevant Fund. For the most part,
any rights established, or any terms altered or supplemented will govern only the investment of the
specific investor and not the terms of a Fund as whole. Certain such additional rights but not all rights,
terms or conditions will likely be elected by certain sizeable investors with “most favored nations” rights
pursuant to a Fund’s limited partnership agreement. In addition, the Advisers generally make such side
letters relating to a particular Fund available to all limited partners of such Fund that have entered into a
side letter with a “most favored nations” clause.
The information provided herein about the investment advisory services provided by the Advisers is
qualified in its entirety by reference to the Clients’ offering materials and limited partnership and
subscription agreements or similar governing documents.
As of December 31, 2022, the Advisers collectively managed $3,540,953,778, with $490,755,440 of this
number in non-discretionary assets. There was an additional amount of $1,474,754,348 of uncalled
capital for Lending Funds II and III, Structured Opportunities, Streaming Fund, and Streaming Annex
Fund, and M Fund, with an additional amount of $319,262,602 of uncalled capital in non-discretionary
funds.