MRF 2008 Resource Limited Partnership - OSC Rule 41-501 General Prospectus Requirements, s. 15.1

Headnote

Exemption from the requirement to attach a copy of the limited partnership agreement to both the preliminary and final prospectus -- Inclusion of the limited partnership agreement in the prospectus of the fund will not provide any additional disclosure to investors that would not already be publicly available on SEDAR -- section 15.1 of Ontario Securities Commission Rule 41-501 General Prospectus Requirements and item 27.2 of Form 41-501F1 -- Information Required in a Prospectus.

Applicable Legislative Provisions

Ontario Securities Commission Rule 41-501 General Prospectus Requirements, s. 15.1.

Form 41-501F1 Information Required in a Prospectus, Item 27.2.

January 28, 2008

Attention: Peter Westcott

Dear Sirs/Mesdames:

By letter dated December 20, 2007 (the "Application"), Middlefield Fund Management Limited (the "General Partner") and MRF 2008 Resource Limited Partnership (the "Partnership") applied to the Director of the Ontario Securities Commission (the "Director") pursuant to section 15.1 of Rule 41-501 for relief from Item 27.2 of Form 41-501F1 which requires that an issuer attach a copy of the limited partnership agreement to both its preliminary prospectus and its final prospectus (the "Requested Relief").

This letter confirms that, based on the information and representations made in the Application, and for the purposes described in the Application, the Director intends to grant the Requested Relief to be evidenced by the issuance of a receipt for the Partnership's prospectus, subject to the following conditions:

1. the final prospectus of the Partnership will include a summary of all material provisions of the limited partnership agreement; and

2. the final prospectus of the Partnership will advise investors and potential investors of the various means by which they can obtain copies of the limited partnership agreement, which will include:

a. inspection during normal business hours at the offices of the General Partner;

b. from SEDAR;

c. upon written request to the General Partner; and

d. from the website of Middlefield Group Limited (the sole owner of the General Partner).

Yours very truly,