No securities commission or similar regulatory authority has passed on the merits of the securities offered nor has it reviewed

this Offering Memorandum. Any representation to the contrary is an offence. The information disclosed on this page is a summary only. Purchasers should read the entire Offering Memorandum for full details about the offering. This is a risky investment. You could lose all the money you invest. This Offering Memorandum constitutes an offering of securities only in those jurisdictions and to those persons to whom they may be lawfully offered for sale. This Offering Memorandum is not, and under no circumstances is to be construed as, a prospectus or advertisement or a public offering of these securities. This Offering Memorandum is for the confidential use of only those persons to whom it is transmitted in connection with this Offering. By their acceptance of this Offering Memorandum, recipients agree that they will not transmit, reproduce or make available to anyone, other than their professional advisors, this Offering Memorandum or any information contained herein. No person has been authorized to give any information or to make any representation not contained in this Offering Memorandum. Any such information or representation which is given or received must not be relied upon.

OFFERING MEMORANDUM
Date: September 21, 2011 THE ISSUER
Name:

Head Offie:

MILLSTONE DEVELOPMENT CORPORATION (the Corporation) #302, 10324 82 Avenue Edmonton, AB T6E 1Z8 Phone: (780) 982 6805 Fax: (780) 440 5166 Email: alan@millstonedeveopmentcorporation.com No. These securities do not trade on any exchange or market. No. No.

Currently listed or quoted: Reporting issuer: SEDAR filer: THE OFFERING

Securities Offered: 42,000 Class D Common non-voting shares (Class D shares) of the Corporation. Price per Security: $100 per Class D Share Minimum Offering: $20,000.00. Maximum Offering: $4,200,000.00. Funds available under the offering may not be sufficient to accomplish our proposed objectives. Minimum Subscription Amount: $4,900.00 Payment Terms: Certified cheque or bank draft, or such other manner as may be accepted at Closing by the Corporation in its sole discretion. Proposed Closing Date(s): On or before September 30, 2011 or one or more such earlier or later dates as may be approved by the Corporation in its sole discretion. Income Tax Consequences: There are important tax consequences to these securities. See Item 7. Selling Agent: Yes - See Item 8. Resale restrictions: You will not be able to sell these securities except in very limited circumstances. You may never be able to resell these securities (see Section 11). Purchaser's Rights: You have 2 business days to cancel your agreement to purchase these securities. If there is a misrepresentation in this Offering Memorandum, you have the right to sue either for damages or to cancel the agreement. See Item 12. Schedules: The following schedules are attached to and form part of this Offering Memorandum: Addendum A - Subscription Agreement No securities regulatory authority has assessed the merits of these securities or reviewed this Offering Memorandum. Any representation to the contrary is an offence. This is a risky investment (see Section 9). 1

NOTE REGARDING FORWARD LOOKING STATEMENTS This Offering Memorandum contains forward-looking statements. These statements relate to future events or the Corporations future performance. All statements other than statements of historical fact are forward looking statements. Forward looking statements are often, but not always, identified by the use of words such as may, will, should, expect, plan, anticipate, believe, estimate, predict, potential, targeting, intend, could, might, continue, or the negative of these terms or other comparable terminology. These statements are only predictions. In addition, this Offering Memorandum may contain forward-looking statements attributed to third party industry sources. Undue reliance should not be placed on these forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By its nature, forward looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward looking Statements will not occur and may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The forwardlooking statements contained in this Offering Memorandum are expressly qualified by this cautionary statement. The Corporation is not under any duty to update any of the forward-looking statements after the date of this Offering Memorandum to conform such statements to actual results or to changes in the Corporations expectations except as otherwise required by applicable legislation.

TABLE OF CONTENTS SECTION 1 USE OF AVAILABLE FUNDS 1.1 Funds 1.2 Use of Available Funds 1.3 Reallocation 1.4 Working Capital Deficiency SECTION 2 BUSINESS OF THE CORPORATION 2.1 Legal Structure 2.2 Our Business 2.3 Development of Business 2.4 Long-Term Objectives 2.5 Short-Term Objectives How We Intend to Achieve 2.6 Insufficient funds 2.7 Material Agreements SECTION 3 THE MARKETPLACE 3.1 The Marketplace 3.2 History of Ownership of Real Property 3.3 Approvals 3.4 Capital Requirements of the Marketplace 3.5 Development of the Business 3.6 Shareholders 3.7 Accounting and Reporting to the Shareholders SECTION 4 INTERESTS OF DIRECTOS, MANAGEMENT, PROMOTORS AND PRINCIPLE HOLDERS 4.1 Compensation and Securities Held 4.2 Management Experience 4.3 Name and position Principal Occupations and Related Experience 4.4 Penalties, Sanctions and Bankruptcy 4.5 Interest of Management and Others in Material Transactions 4.6 Loans SCETION 5 CAPITAL STRUCTURE 5.1 Corporation Capital 5.2 Long-term Debt 5.3 Other loans 5.4 Prior Sales SECTION 6 DESCRITION OF SECURITIES OFFERED 6.1 Terms of Securities 6.2 Subscription Procedure SECTION 7 INCOME TAX CONSEQUENCES AND RRSP ELIGIBILITY 7.1 Disclaimer 7.2 Canadian Federal Income Tax Considerations 7.3 Taxes 7.4 RRSP Eligibility SECTION 8 COMPENSATION PAID TO SELLERS AND FINDERS SECTION 9 RISK FACTORS 9.1 Risks of Real Property Development and Ownership 9.2 Highly Speculative 9.3 Investment not Liquid

9.4 Default on Indebtedness 9.5 Competition 9.6 Potential for Conflict of Interest 9.7 Environmental Matters 9.8 Financing 9.9 General Real Estate Risks 9.10 Market Risks 9.11 Operating History 9.12 Reliance on Management 9.13 Regulatory Approvals 9.14 Tax Aspects 9.15 Shares 9.16 Major Assets 9.17 Debt Financing 9.18 Interest Rate Fluctuations 9.19 Fluctuations in Net Asset Value and Distributions 9.20 Potential Indemnification Obligations 9.21 Lack of Independent Experts Representing Subscribers

SECTION 10 REPORTING OBLIGATIONS SECTION 11 RESALE RESTRICTIONS SECTION 12 PURCHASERS RIGHTS 12.1 Two Day Cancellation Right 12.2 Statutory Rights of Action in the Event of a Misrepresentation 12.3 Statutory Rights of Action of Purchasers in Ontario in the Event of a Misrepresentation 12.4 Limitation Periods for Statutory Rights of Action British Columbia, Alberta and Ontario SECTION 13 FINANCINAL STATEMENTS

GLOSSARY OF TERMS In this Offering Memorandum, unless the context otherwise requires, the following words and terms shall have the indicated meanings and grammatical variations of such words and terms shall have corresponding meanings: Accredited investor means a. a Canadian financial institution, or a Schedule III bank, b. the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada) c. a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, d. a person registered under the securities legislation of a jurisdiction of Canada as an advisor or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador), e. an individual registered or formally registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d), f. the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada, g. a municipality, public board or commission in Canada and a metropolitan community, school board, the Comite de gestion de la taxe scolaire de lle de Montreal or an inter-municipal management board in Quebec h. any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government, i. a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada, j. an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities exceeds $1,000,000, k. an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, l. an individual who, either alone or with a spouse, has net assets of at least $5,000,000, m. a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements, n. an investment fund that distributes or has distributed its securities only to a. a person that is or was an accredited investor at the time of distribution, b. a person that acquires or acquired securities. o. an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or in Quebec the securities regulatory authority has issued a receipt p. a trust company or trust corporation registered or authorized to carry on business under the Trust and Loans Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction acting on behalf of a fully managed account managed by the trust company or trust corporation as the case may be, q. a person acting on behalf of a fully managed account managed by that person if that person a. is registered or authorized to carry on a business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and b. in Ontario, is purchasing a security that is not a security of an investment fund, r. a registered charity under the Income Tax Act (Canada) that in regard to the trade, has obtained advice from an eligibility advisor or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded, s. a person in respect of which all of the owners of interests, direct, indirect or beneficial except the voting securities required by law to be owned by directors are persons that are accredited investors, 5

t.

an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or u. a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Quebec, the regulator as an accredited investor; Business Day means a day which is not a Saturday, Sunday or a legal holiday in the City of Edmonton in the Province of Alberta Contribution means the aggregate Subscription Price paid by a Subscriber in consideration for his Securities; Closing means the day or days upon which the Securities are issued to the Subscribers pursuant to this Offering. This date or dates will be determined by the Corporation as the date upon which the Distributable Cash can be invested in the Corporation. Distributable Cash means, for any period, an amount equal to net cash receipts of the Corporation, from this Offering Memorandum, less: (i) (ii) (iii) all costs and expenses of the Corporation all commissions; and a reasonable reserve determined by the Corporation to be necessary to operate its affairs and its interest in the Lands in a prudent and businesslike manner;

Extraordinary Net Cash Receipts means, collectively, Net Proceeds from Sale and Net Proceeds from Financing; Financing means any mortgage financing by the Corporation in respect of the Lands or any renewal, extension or increase thereof and the proceeds of this Offering; Financial statements includes interim financial reports; Financial assets means a. cash, b. securities, or c. a contract of insurance, a deposit or an evidence of a deposit that is not security for the purposes of securities legislation; Corporation means Millstone Development Corporation; Gross Revenues means, for any period, all cash received by the Corporation from its business operations excluding any payments received under the proceeds of any financing received during that time and excluding security deposits, advance rents and occupancy fees unless and until applied; Lands means, collectively, all of the land comprising The Marketplace, as more specifically set out in Section 3.1 The Marketplace. The Marketplace means the Corporations interest in the Lands elaborated on in Section 3.1; Net Proceeds from Financing means all receipts from a financing after deducting the costs and expenses associated therewith, as determined by the Corporation applying generally accepted accounting principles as applied in Canada; Net Proceeds from Sale means, in respect of a sale of any interest in the Lands, or of the Corporation interest in The Marketplace, all receipts from the sale, including the amount of any mortgage taken back less the costs and expenses 6

associated therewith, as determined by the Corporation applying generally accepted accounting principles as applied in Canada; NI 45-106 means National Instrument 45-106 Prospectus and Registration Exemptions; Non-Arm's-Length Parties means related persons within the meaning of the Tax Act; Person includes a. an individual, b. a corporation, c. a partnership, trust, fund and an association, syndicate or organization or other organized group of persons whether incorporated or not, and d. an individual or other person in that persons capacity as a trustee, executor, administrator or personal or other legal representative; Offering means the private placement offering of up to 42,000 Class D shares of the Corporation; Offering Jurisdictions means the Provinces or Territories of Canada in which the Securities are offered for sale; Offering Memorandum means this revised offering memorandum of the Corporation dated September 21, 2011; Offered Securities means the Securities offered under this Offering; Register means the register of the Corporation shall include, without limitation, the names and addresses of the owners of the Securities, as may be amended from time to time; Related liabilities means a. liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or b. liabilities that are secured by financial assets; Resident means resident in Canada for the purposes of the Tax Act; RRIF means a registered retirement income tax fund as defined in the Income Tax Act (Canada); RRSP means a registered retirement savings plan as defined in the Income Tax Act (Canada); Schedule III bank means an authorized foreign bank named in Schedule III of the Bank Act (Canada); Securities means the shares purchased by the Subscribers; Securities Act means the Securities Act (Alberta), including the rules and regulations promulgated there under, as may be amended from time to time; Self-directed RESP means an educational savings plan registered under the Income Tax Act (Canada) a. that is structured so that a contribution by a subscriber to the plan is deposited directly into an account in the name of the subscriber, and b. under which the subscriber maintains control and direction over the plan to direct how the assets of the plan are to be held invested or reinvested subject to compliance with the Income Tax Act (Canada); Shareholders means all holders of common shares of the Corporation; Shares means one or more Class D Common Shares of the Corporation; 7

Spouse means, an individual who, a. is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada) from the other individual, b. is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or c. in Alberta, is an individual referred to in paragraph (a) or (b) or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); Subscribers means those persons subscribing for Securities pursuant to this Offering; Subscription Agreement means the subscription agreement attached hereto as Addendum A; Subsidiary means an issuer that is controlled directly or indirectly by an issuer and includes a subsidiary of that subsidiary; Subscription Price means $100 per Share; TFSA means a tax free savings account as described in the Income tax Act (Canada); and Tax Act means the Income Tax Act (Canada) and the regulations there under, as amended from time to time; and In this Offering Memorandum, references to dollars and $ are to the currency of Canada, unless otherwise indicated.

SECTION 1 - USE OF AVAILABLE FUNDS 1.1 Funds

The net proceeds available to the Corporation after this Offering are as follows: Assuming Minimum Offering ($) ___________ (a) (b) (c) (d) Amount to be raised by this offering Selling commissions Estimated offering costs (legal, accounting, audit, etc.) Available funds 20,000.00 0.00 7,000.20 (1) 12,998.80

Assuming Maximum Offering ($) __________ 4,200,000.00 0.00 425,042.00 (1) 3,775,378.00

(1) Where allowed by applicable securities legislation, the Corporation will pay to a director, officer, or employee of the Corporation that causes a party to invest in the Corporation, compensation in an amount not to exceed 10% of the funds invested by the party introduced to the Corporation by the director, officer, or employee of the Corporation.

1.2

Use of Available Funds

The Corporation acquired the Lands from an arms length party on September 10, 2010 for a purchase price of $7,200,000 (the Purchase Price). The Purchase Price was comprised Cash to Close in the amount of $1,000,000 and new mortgage financing of $6,200,000, plus mortgage fees. The Corporation raised $847,000.00 through the issuance of shares to investors in a previous offering (the Initial Subscription). The Initial Subscription was used, together with new mortgage financing and shareholder loans to purchase the Lands. The Corporation also raised $50,005.00 through a subsequent offering and applied it toward ongoing expenses of the Corporation. Pursuant to a bare trust agreement, the Corporation is transferring legal ownership of the Lands to 1597681 Alberta Ltd. (the Holdco). The Holdco is a related company owned and controlled by the holders of the Class A common shares of the Corporation. The related company pays the Corporation a property management fee for the daily management and potential re-development of the property. The Corporation will use the available funds from this offering to further its business and fulfill its debt obligations. This includes using funds to develop the Marketplace by completing a subdivision of the Lands, developing and improving the Lands, engaging in marketing activities to effect the sale of all or portions of the Lands, and doing any other ancillary activities to improve the marketability of the Lands as deemed appropriate by the Corporation. Upon subdivision of the Lands, the Corporation intends to obtain a new appraisal of the Lands to assist it in obtaining a larger mortgage at a more favourable interest rate. If more favourable financing is obtained, the corporation anticipates using a portion of the new financing to reduce or pay out debts owing to third parties.

The Corporation intends to use the available funds from this Offering as follows: Assuming Minimum Offering ($) Description of intended use of Net Proceeds listed in order of Priority Payment of interest on debt obligations Payment of Legal and Subdivision expenses Pay out interest-bearing debt Payment for improvements to the Lands Redeem securities from previous offerings Repay shareholder loans Total Assuming Maximum Offering ($)

12,998.80 0.00 0.00 0.00 0.00 0.00 12,998.80

321,860.00 70,000.00 14,919.00 1,561,960.00 897,005.00 959,639.00 3,775,378.00

Legal and Subdivision Expenses includes expenses for the following services provided: (a) arranging for the payment of all costs related to the subdivision, rezoning, and municipal approval to develop the Lands, including without limitation the cost of engineering reports, valuation reports, environmental reports, survey plans, access easements, and development agreements; engaging legal and accounting services related to the subdivision, rezoning, and development of the Lands; engaging legal and accounting services related to the sale of the Securities to prospective purchasers; arranging for the payment of all costs related to the sale of Securities and payment of loans; arrange for appropriate comprehensive liability insurance on the Lands; and all such things as may be necessary or desirable, at the Corporations discretion, for the proper and efficient management and development of the Lands by the Corporation. advertising in local newspapers and radio and television stations; conducting seminars; explaining the transaction and the positive features of the real estate, and the relationship with other investors; performing market research on competing products to understand the relative benefits and detriments; and actively attempting to acquire investor lists of prospective participants. Reallocation

(b) (c) (d) (e) (f)

(g) (h) (i) (j) (k) 1.3

The Corporation intends to use the available funds as stated. The Corporation will reallocate funds only for sound business reasons. 1.4 Working Capital Deficiency

The Corporation does not presently have a working capital deficiency. 10

SECTION 2 - BUSINESS OF THE CORPORATION 2.1 Structure

The Corporation was incorporated on September 10, 2009 under the Business Corporations Act (Alberta). The registered office of the Corporation is located at #102, 5300 50 Street, Stony Plain, Alberta, T7Z 1T8. The Corporation was formed to: acquire the Lands; earn income from the development, management and sale of the Lands; rezone, subdivide and improve the Lands; increase the equity of the Corporation through capital appreciation of the Lands, generate profit through the sale of subdivided and / or improved portions of the Lands; and conduct any other business or activity incidental, ancillary or related thereto (collectively referred to as The Marketplace). 2.2 Our Business

The principal business of the Corporation is to participate in the management and development of The Marketplace, which will include, without limitation, the following: (a) (b) contribute to the management, operation and development of The Marketplace to the extent required, facilitate the attainment of regulatory and planning approvals, as may be necessary in the development of the Lands, obtain financing for the cost of improvement and development of The Marketplace, as may be necessary, facilitate marketing and leasing of leasable premises at The Marketplace, engage in such other operations and business as may be necessary or appropriate for the foregoing purposes. to act as the registrar and transfer agent of the Corporation, or to retain another person to so act; to engage such legal counsel and other professional advisers or consultants as the Corporation considers advisable in order to perform its duties hereunder; to open and operate a separate bank account in order to deposit and to distribute funds to execute, deliver and perform all other agreements, documents and instruments that from time to time have been or are required to be entered into for and on behalf of the Corporation; to pay the portion of all taxes, fees and other expenses relating to the orderly maintenance, repair, and management of The Marketplace; to act with respect to any and all actions and other proceedings pertaining to The Marketplace brought by or against the Corporation; to determine the amount and type of insurance coverage to be maintained in order to protect The Marketplace and from all usual perils of the type covered in respect of comparable properties and businesses and in order to comply with the requirements of any lenders; 11

(c) (d) (e) (d) (e)

(g) (h)

(i)

(j)

(k)

(l)

to determine the amount, if any, to be claimed in any year in respect of capital cost allowance and services engaged by the Corporation; to hold interest in The Marketplace and other assets, if any, in the name of the Corporation, or other designated person; to invest funds not immediately required for the business in short-term securities or accounts; to provide or arrange for such financial and other reporting services as may be required by the provisions hereof or applicable securities regulatory authorities; to make distributions of Distributable Cash and Extraordinary Net Cash Receipts when necessary or desirable in the Corporation's sole discretion; to borrow money for and to give security therefore and to provide guarantees or other financial assistance, and/or the Corporation for the purpose of the business and operation of The Marketplace; to grant and execute trust deeds, debentures, promissory notes, mortgages, documents and other instruments charging the whole or any part of the assets and undertaking and any undivided interest in such assets and to do all acts relating thereto as may be necessary or desirable to further the business without restricting the foregoing, the Corporation is authorized and empowered to grant, execute and deliver any and all mortgages, promissory notes, documents and other instruments relating to same; to execute any and all other deeds, instruments and other documents and to do or cause to be done all acts and things as may be necessary or desirable, in the Corporation's sole discretion, to carry out the intent and purpose of this Agreement, including, without limitation, retaining qualified agents to carry out any of the foregoing; to approve a sale, other than a sale to a Related Party without a Special Resolution, or refinancing of the interest in The Marketplace and to undertake any and all action necessary or desirable to complete such sale or refinancing, including the execution and delivery of any agreement, documents or financing agreements relating to the sale; and to hold title to the interest in The Marketplace; to enter into a limited partnership or other investment arrangements with investors for the purposes of raising capital or otherwise syndicating the Lands for such purposes. Development of Business

(m)

(n) (o)

(p)

(q)

(r)

(s)

(t)

(u)

2.3

Since the time at which the Corporation was incorporated, the Corporation has acquired the Lands and paid for the Lands by raising funds from investors, shareholder loans, and obtaining new mortgage financing. The Lands are owned by Holdco through a bare trust agreement. The Holdco is charged a management fee by the Corporation. Following the acquisition of the Lands, the Corporation has managed the Lands to generate management fees and has taken steps to obtain approval from the Town of Ponoka to subdivide the Lands and develop the undeveloped portions of the Lands. The Corporation has also obtained loans from third parties and Related Parties to finance its business operations and has issued short term loans to third parties. 2.4 Long Term Objectives

The long term objective with respect to The Marketplace is to continue managing the Lands to generate management income, and, over the course of the next one to five years, subdivide, develop, market, and sell one or more portions of the Lands. 12

The Corporation also anticipates doing all things necessary to erect one or more digital signs on the Lands for the purpose of generating management income, which includes applying for and obtaining permits, entering into contracts for the construction of the digital sign(s), and entering into contracts to rent the rights to use the digital signage; 2.5 Short Term Objectives and How We Intend to Achieve Them

The Corporations short term objectives over the next 12 months are to: (a) Manage The Marketplace to generate management income; (b) Obtain suitable tenants upon acceptable lease terms; (c) Complete a subdivision of the Lands and develop market, and sell of one or more portions of the Lands; (d) Pay dividends to shareholders holders pursuant to this Offering and previous offerings; (e) Continue making payments when due to creditors of the Corporation; (f) Improve the Lands to facilitate the marketing and sale of one or more portions of the Lands, which includes connecting utility services, grading the Lands, landscaping, constructing roadways / access to the Lands, acquiring additional Lands from the Town of Ponoka to facilitate access to the Lands, constructing roadways and parking facilities on the Lands, constructing or causing to be constructed additional buildings on the Lands, and obtaining additional financing (through debt or the issuance of additional securities) to achieve such goals. The following table describes how the Corporation intends to meet its short-term objectives for the next 12 months: What we must do and how we will do it Target completion date or, if not known, number of months to complete Ongoing Ongoing December 31, 2011 Ongoing Ongoing Ongoing 12 months Our cost to complete

Manage and generate management income from The Marketplace Obtain suitable tenants upon acceptable lease terms Complete subdivision of the Lands Pay interest to 1270980 Alberta Ltd. and The Leder Charitable Foundation Pay dividends to shareholders Making payments to Diagnostic Imagining Medical Center Inc. Make improvements to the Lands
*Payment increases after November 1, 2011. See section 5.2.1.

$25,000.00 $0.00 $70,000.00 $54,333.00 per month* $7,684.00 per month $2,250.00 per month $1,561,960.00

2.6

Insufficient Funds

The funds available as a result of the offering will not be sufficient to accomplish all of the issuers proposed objectives and there is no assurance that alternative financing will be available. 2.7 Material Agreements

The Corporation will pay to any director of the Corporation that introduces an investor to the Corporation that invests funds in the Corporation, compensation equal to 10% of all funds raised by the Corporation from the said investor. The compensation will be paid to the director who introduced the investor to the Corporation. Currently, the directors of the 13

Corporation are Alan Clouston, Donald Scott, and Stephen Potgieter. The compensation will be paid in cash and will be paid as soon as the Corporation is legally entitled to make use of the investors investment. The Corporation has debt obligations described in more detail in sections 4.6 and 5.2. SECTION 3 THE MARKETPLACE 3.1 The Marketplace

The Corporation is the beneficial owner of the Lands and intends to continue managing the buildings located upon the Lands and intends to pursue the subdivision and development of the undeveloped portions of the Lands to maximize return. The Lands The Lands are located in Town of Ponoka and are legally described as Plan 7922917, Block 55, Lot 18. This unique and very attractive investment consists of an existing 19,648 square foot shopping mall together with approximately 6 acres of prime developable land located at the intersection of 60 street and Highway 2A in Ponoka, Alberta. The current buildings were constructed in stages, with the first two buildings dating from 1988 and the remaining pad sites being added in 2003. The total site area is 9.98 acres. The site is currently zoned C2 Highway Commercial. The purpose of the C2 district is to provide land for services to the traveling public, and for businesses which generate or benefit from exposure to large volumes of vehicle traffic. The current shopping mall is comprised of three pad sites, one CRU building and one gas bar with a drive through car wash and convenience store. The tenants are primarily national retailers, Boston Pizza, Esso, Dairy Queen, Subway and Domino's Pizza. The other tenant is the Ponoka Liquor Shoppe. There is ample parking and a prominent location in the town of Ponoka have contributed to the success and demand of The Marketplace. In July of 2009, the Town of Ponoka began construction on a major tourism building directly to the north of the existing property only enhancing the location to be even more desirable. Boston Pizza -Boston Pizza began in Edmonton, Alberta in 1965 when Greek immigrant Gus Agioritis opened Boston Pizza and Spaghetti House. By 1970 Boston Pizza had 17 locations in Western Canada, 15 of which were franchised. By 1995 the chain had grown to 95 restaurants in Western Canada with sales in excess of $110 million (CAD). Over the many years the restaurants had become a success, more sports bars had been established as an integral part of the business. Esso Imperial Oil You will find Esso stations at over 2,000 locations across Canada the largest network of service stations in Canada. The full service station in Ponoka comes complete with a state of the art car washing facility as well. Dairy Queen - Growth in the DQ system is driven by the success of their Franchisees. Over 70 years heritage has created a brand with strong market presence and stability. With strategic approach to market growth and Franchisee profitability, opportunities have been identified for development throughout Canada. Subway -The first SUBWAY restaurant in Canada opened in June of 1986 in St. Johns, Newfoundland. With more than 31,000 locations in 91 countries, the SUBWAY brand is the worlds largest submarine sandwich franchise, and has become a leader in the international development of the quick service restaurant industry. Dominos Pizza - Founded in 1960, Domino's Pizza is the recognized world leader in pizza delivery operating a network of company-owned and franchise-owned stores in the United States and Canadian markets. Domino's Pizza's Vision illustrates a company of exceptional people on a mission to be the best pizza delivery company in the world. 14

Ponoka Liquor Shoppe locally owned and operate liquor store with easy accessibility and store hours to meet the needs of the consumer. 3.2 History of Ownership of the Real Property Date of Transfer November 3, 2010 Arms Length Party Transfer Arms length transfer from 1436086 Alberta Ltd. Annual Management Income 3.3 Approvals

Consideration Exchanged

$7,200,000 $ 446,324

The business of the existing rental properties on the Lands will remain the same and are considered to be a going concern. No approvals will be required with respect to the continued operation of the existing rental properties. The subdivision and development of the undeveloped portions of the Lands will require governmental approvals. The Corporation has submitted a subdivision application to the Town of Ponoka and intends to pursue the necessary development and building permits required to develop the undeveloped portion of the Lands and better utilize the existing premises. 3.4 Capital Requirements of The Marketplace

The Corporation is assessing the most effective method of developing the undeveloped portions of the Lands. This may include selling portions of the Lands to a third party or making use of Financing to complete the development of the Lands. The Corporation is still determining the total capital requirements to complete the development of the Marketplace. Funds raised pursuant to this Offering may not be sufficient to complete all of the Corporations development activities. 3.5 Development of the Business

The Corporation was formed to invest and manage the property in The Marketplace. It is believed that The Marketplace is a real estate and property management investment that could significantly appreciate in value, primarily because of the strength of the Buildings existing tenants, current and anticipated cash flows from the operation of the Buildings and current market trends in the Ponoka and area commercial real estate market. The Corporations goal is to provide our investors with steady income by participating in the proposed Offering. 3.6 Shareholders

With the prior consent of the Corporation, a share may be assigned by the holder by executing and having the assignee execute and deliver to the Corporation a transfer and power of attorney form together with his certificate evidencing his share(s). The assignee will not become a shareholder until his name is entered in the certificate of the Corporation with respect to the share. There is no market for the resale of shares and there is no assurance that any market will develop.

15

3.7

Accounting and Reporting to the shareholders

The Corporation will upon request, forward to the shareholders within 3 months after the end of each fiscal year, financial statements for the preceding fiscal period. The Corporation must keep adequate books and records of the business of The Marketplace. SECTION 4 INTERESTS OF DIRECTORS, MANAGEMENT, PROMOTERS AND PRINCIPAL HOLDERS 4.1 Compensation and Securities Held

The following table sets out information about each directors and officers of the Corporation and each person who, directly, beneficially owns or controls 10% or more of any class of The Corporations voting securities: Name and Municipality of Principal Residence _____________________ Alan Clouston 4223 120 Street Edmonton, AB T6J 1X9 Stephan Potgieter 6 Rosenthal Way Stony Plain, AB T7Z 2S1 Donald Scott 12919 90 Street Edmonton, AB T5E 3L9 4.2 Position Held (e.g. director Officer, promoter and/or Principal Holder) and Date Of Obtaining that Position President and Director since Sept 10/10 Compensation Anticipated Number, Type and to be Paid in Current Percentage of Securities Financial Year______ of Issuer To Be Held $120,000.00 50 Class A Common Shares (33.33%)

Secretary and Director since Sept 10/09

$120,000.00

50 Class A Common Shares (33.33%)

Treasurer and Director since Sept 10/09

$120,000.00

50 Class A Common Shares (33.33%)

Management Experience

The following discloses the principal occupations of the directors and senior officers of the Corporation since inception and their previous experience: 4.3 Name and position Principal Occupations and Related Experience

Alan Clouston President Alan has been in the real estate business for the past twenty years acting as a realtor, builder and new home salesman. He has extensive knowledge in the financial industry as a banker, mutual fund agent and agent for a major land developer. He has also been in the promotion business and has invented, patented and is currently marketing a product worldwide Stephan Potgieter Secretary - Medical doctor, however, has experience as land owner, management of properties and is well versed in real estate transactions. Donald Scott Experience in electrical as employed for several years by Epcor. Well versed in financial planning and tax related entities. 4.4 Penalties, Sanctions and Bankruptcy

None of the directors or officers of the Corporation have had any penalty or sanction, relating to the securities industry, in effect against them during the past 10 years and none of the directors or officers of the Corporation or the Corporation 16

have had any declaration of bankruptcy, voluntary assignment in bankruptcy, proposal under any bankruptcy or insolvency legislation, arrangement or compromise with creditors or appointment of a receiver, receiver manager or trustee to hold assets, that has been in effect during the last 10 years. None of the directors or officers of the Corporation has been subject to any penalties or sanctions imposed by a court, real estate regulatory authority or securities regulatory authority relating to the sale, lease, promotion, or management of real estate or securities, or to theft or fraud, in effect against them during the past 10 years. None of the directors or officers of the Corporation has been a director, officer or principal holder of any other developer or manager that, while that person was acting in that capacity, that other developer or manager (a) was subject to any penalties or sanctions imposed by a court, real estate regulatory authority or securities regulatory authority relating to the sale, lease, promotion, or management of real estate or securities or to theft or fraud, and describe any penalties or sanctions imposed, or (b) was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. 4.5 Interest of Management and Others in Material Transactions

Other than as disclosed herein, there is no material interest, direct or indirect, of any related party in any transaction within the 36 months before the date of this Offering Memorandum, or in any proposed transaction, that has affected or will materially affect the Lands or The Marketplace. 4.6 Loans

Shareholders Loans have been provided by the Shareholders to the Corporation as follows: Stephan Potgieter Donald Scott Alan Clouston $302,906.68 $350,331.68 $277,550.96

All Shareholders Loans are non-interest bearing and are expected to be repaid on or before August 31, 2012. SECTION 5 - CAPITAL STRUCTURE 5.1 Corporation Capital

The following sets out the outstanding securities of the Corporation:

Description of Security Offering Number Authorized Issued Price per Security Number outstanding as at September 23, 2011 Number outstanding after Minimum offering Number outstanding after Maximum

Class A Common Class E Common* Class D Common

150 8,970 42,000

$1.00 $100.00 $100.00

150 8,970 0

150 8,970 200

150 8,970 42,000

*The Corporation currently has 8,970 issued and outstanding Class E shares. The terms of the Class E shares are as follows: The shares are non-voting; 17

The shares have a par value of $100.00 per share. The shares cannot be converted into any other class of share or other security of the Corporation. The Corporation will pay a regular monthly dividend to the holders of the Class E shares, in an amount equivalent to 8% of par value per annum. On or before November 1, 2013, the Corporation will pay a one-time dividend of $10.00 per share. The shares are redeemable by the Corporation at any time, by ordinary resolution by the directors for $100.00 per share plus any unpaid dividends declared on the Class D shares. In the event of dissolution, bankruptcy, or winding up of the Corporation, the Corporation will pay the holders of Class E shares the par value of the Class E shares and any unpaid dividends declared thereon before distributing any assets of the Corporation to the holders of Class A, B, C, D, and F shares. The Class E non-voting shares shall not be redeemed by the Corporation if the Corporation has reasonable grounds for believing that the Corporation is, or would after payment be, unable to pay its liabilities as they become due or the realizable value of the corporation's assets would, after the payment, be less than the aggregate of its liabilities and stated capital of all classes. The directors of the corporation may waive the restrictions on retraction provided the corporation has sufficient cash to honor the retraction requests. 5.2 Long Term Debt

In the event that it may be necessitated from time to time, the Corporation may secure long-term debt from financial institutions or other third parties. The Corporation may secure any such borrowings by granting charges, security interests or other encumbrances as security for any debt, liability or other obligations The Corporation has the following long-term debt: Amount outstanding at March 31, 2011 $6,520,000.00 $226,724.72 $951,995.00

Description of long term debt $6,520,000.00 loan from 1270980 Alberta Ltd. and The Leder Charitable Foundation* Promissory Note Ponoka Diagnostic Shareholder Loans** *Secured loan see section 5.2.1 ** Loans owing to related parties 5.2.1

Interest Rate See section 5.2.1 See section 5.2.2 See section 5.2.3

Repayment terms See section 5.2.1 See section 5.2.2 See section 5.2.3

Loan from 1270980 Alberta Ltd. and the Leder Foundation

The Corporation has the following long term debt with respect to a loan from 1270980 Alberta Ltd. and The Leder Charitable Foundation. Principal Amount: Term: Payment Terms: $6,520,000.00 3 years and one month, commencing on November 1, 2010 and expiring December 31, 2013 The mortgage payable has the following terms: (i) Repayable in monthly interest only payments of $54,333.00, with interest calculated at 10% per annum, due November 1, 2011. 18

(ii) (iii)

Repayable in monthly interest only payments of $65,200.00, with interest calculated at 12% per annum, due May 1, 2012. Repayable in monthly interest only payments of $81,500.00, with interest calculated at 15% per annum, due November 1, 2012.

The principal amount of the loan is due in full on November 1, 2013. Security: The Corporation granted the mortgagee a $6,520,000.00 mortgage on the Lands to secure repayment of the loan.

5.2.2

Loan from Ponoka Diagnostic Imaging Medical Center Inc.

The Corporation borrowed $226,724.72 from Ponoka Diagnostic Imaging Medical Center Inc. The loan bears interest at the rate of 12% per annum. The Corporation makes monthly interest only payments in the amount of $2,250.00. The loan has a two year term and principal amount of the loan is repayable in full in July 2013. The Corporation has not provided any security to secure repayment of this obligation. 5.2.3 Shareholder Loans

The shareholders of the Corporation have loaned money to the Corporation as disclosed in section 4.6. The shareholder loans are non-interest bearing and are payable in full on demand. The shareholder loans are unsecured. 5.3 Other Loans

The Corporation has other unsecured short term debt that is identified in the financial statements included with this offering memorandum. 5.4 Prior Sales

The Corporation has not issued any shares of the same class within the past 12 months. However, the Corporation issued Class E shares which are described in section 5.1. SECTION 6 - DESCRIPTION OF SECURITIES OFFERED 6.1 Terms of Securities

General Description The Offering consists of a Maximum Offering of 42,000 Class D common shares, ($4,200,000.00) at a price of $100.00 per share and is offered pursuant to exemptions from the registration and prospectus exemptions set forth in NI 45-106 to purchasers resident in the Offering Jurisdictions. The Subscription Price of the Securities offered pursuant to the Offering was established arbitrarily by the Corporation. The minimum subscription by a subscriber is $4,900.00 (49 Class D common shares). The Shares shall have the following terms: The Shares shall have the following attributes: o o o The shares are non-voting. The shares have a par value of $100.00 per share. The shares cannot be converted into any other class of share or other security of the Corporation. 19

o o o

The holders of Class D non-voting shares will receive an annual dividend equivalent to 11% of the par value of the shares. The Class D non-voting shares are redeemable by ordinary resolution by the directors for $100.00 per share plus any unpaid dividends declared on the Class D shares. The Class D non-voting shares shall not be redeemed by the Corporation if the Corporation has reasonable grounds for believing that the Corporation is, or would after payment be, unable to pay its liabilities as they become due or the realizable value of the corporation's assets would, after the payment, be less than the aggregate of its liabilities and stated capital of all classes. The directors of the corporation may waive the restrictions on retraction provided the corporation has sufficient cash to honor the retraction requests. holders of Class D shares the par value of the Class D shares and any unpaid dividends declared thereon before distributing any assets of the Corporation to the holders of Class A, B, C, and F shares. The rights of the Class D shareholders shall be subordinate to the rights of the Class E shareholders of the Corporation upon dissolution, bankruptcy, or winding up of the Corporation.

o In the event of dissolution, bankruptcy, or winding up of the Corporation, the Corporation will pay the

It is presently anticipated that the Corporation shall be solely responsible, on a best efforts basis for selling and obtaining subscriptions for the shares. The Subscription Agreement will contain representations and warranties of the Subscriber which the Corporation will be relying upon in order to determine the eligibility of the Subscriber. The Subscriber must read the Subscription Agreement in full prior to execution of the Subscription Agreement, and is hereby advised to obtain independent legal advice. This Offering is being made pursuant to exemptions from registration and prospectus requirements contained in the securities legislation of the Offering Jurisdictions, and as a result, the securities issued to residents of the Offering Jurisdictions will be subject to an indefinite hold period as the Corporation is not a reporting issuer in any jurisdiction. The Corporation is conditionally offering on a best efforts basis, the shares subject to prior sale if, as and when issued and delivered by the Corporation and accepted by the Corporation in accordance with the terms of this Offering Memorandum and the Subscription Agreement. The Corporation reserves the right to accept or reject subscriptions in whole or in part at its discretion and to close subscription books at any time without notice. Any subscription funds for subscriptions that the Corporation does not accept will be returned promptly after the Corporation has determined not to accept the funds. This Offering is not underwritten and is subject to the Minimum Offering of 200 shares ($20,000.00). If closing does not occur for any subscriptions, subscription monies will be returned to the Subscribers without interest, deduction or penalty. It is expected that the closing of the Minimum Offering contemplated by this Offering Memorandum will occur on or before September 30, 2011 or such other date(s) as may be determined by the Corporation (but no later than December 31, 2011) in its sole discretion. All subscription funds will be held by the Corporation and will not be offered to, nor will subscriptions for shares be accepted from, persons who are non-residents of Canada within the meaning of the Tax Act. At the closing of the Offering, the Corporation will deliver to each Subscriber a certificate(s) representing fully paid and non-assessable Class C common share, provided the Subscription Price has been paid in full.

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6.2

Subscription Procedure

A Subscriber may subscribe for Class D common shares by delivering the following to the Corporation: 1. a completed Subscription Agreement duly signed; and 2. a certified cheque or bank draft in the amount of the investment payable to Millstone Development Corporation. Subsequently, all Subscription Funds shall be held in trust by the Corporation for at least two days after the date on which the funds are deposited. Provided that the Subscriber has not requested a refund of the Subscription Funds within that two day period, the Corporation will release the Subscription Funds for use by the Corporation. If the Subscriber requests the return of the Subscription Funds within two days following the date of depositing the Subscription Funds with the Corporation, all funds shall be returned to the Subscriber without deduction and without interest. Class D common shares are being offered in accordance with applicable securities legislation in the Offering Jurisdictions to subscribers who are prepared to invest a sufficient amount to meet the minimum subscription requirements. As at the date of this Offering Memorandum, the minimum subscription amounts for residents of the Offering Jurisdictions is $4,900.00 (49 Class D common shares). If the Minimum Offering is not met, subscription monies will be returned to the Subscribers without interest, deduction or penalty within five business days after the anticipated closing of the Offering. The Corporation will hold the Subscription Funds in trust until midnight on the second business day after the day on which a signed and dated Subscription Agreement is received by the Corporation. Class D common shares will not be offered to, nor will subscriptions for Class D common shares be accepted from, persons who are non- residents of Canada within the meaning of the Tax Act. SECTION 7 - INCOME TAX CONSEQUENCES AND RRSP ELIGIBILITY 7.1 You should consult your own professional advisors to obtain advice on the income tax consequences that apply to you. The following describes the principal Canadian federal income tax considerations pursuant to the Tax Act generally applicable to a person who subscribes for Class D common shares (the Shareholder) pursuant to this Offering Memorandum and who, for the purposes of the Tax Act and at all relevant times, is resident in Canada, and deals at arm's length with the Corporation. This summary is based upon the provisions of the Tax Act in force as of the date hereof, all specific proposals to amend the Tax Act that have been publicly announced prior to the date hereof by the Minister of Finance (the Proposed Amendments) and tax counsel's understanding of the current published administrative and assessing policies of Canada Revenue Agency (the CRA). There can be no assurance that the Proposed Amendments will be enacted in the form proposed, or at all. This summary assumes that the Proposed Amendments will be enacted as proposed. This summary is not exhaustive of all possible Canadian federal income tax considerations, and, except for the Proposed Amendments, does not take into account or anticipate any changes in the law, whether by way of legislative, governmental or judicial action nor does it take into account provincial, territorial or foreign tax considerations, which might differ significantly from those discussed herein. This summary is of a general nature only and is not intended to be legal, tax or business advice to any particular prospective purchaser of Securities. Consequently, prospective purchasers should seek independent professional advice regarding the income tax consequences of investing in the Investment Units, based upon their own particular circumstances. 21

7.2

7.3

Taxes

In general, income or loss from a particular source and a particular place will be considered to be income or loss of a shareholder from the same source and place to the extent of the holder's share thereof. Income for tax purposes allocated to a shareholder is not considered earned income for purpose of calculating the amount a shareholder may contribute to a registered retirement savings plan. Each shareholder will be required to include, in computing income, interest income paid or payable for the shareholders taxation year. 7.4 RRSP Eligibility

The Corporation has consulted with its accountant, Alex Suelzle, to determine how to make the Offered Securities qualified investments for the purposes of the Tax Act. Based on the accounting advice received from Alex Suelzle, the Shares constitute a qualified investment, for purposes of the Tax Act, for a trust governed by a Registered Retirement Savings Plan or a Registered Retirement Income Fund. Notwithstanding the advice received by the Corporation, each Subscriber should consult with their own tax and accounting advisers to determine whether or not the shares are qualified investments for the purposes of the Tax Act. SECTION 8 - COMPENSATION PAID TO SELLERS AND FINDERS The Corporation may engage securities dealers or exempt market dealers to assist it in affecting the sale of Investment Units under this Offering. The Corporation may compensate securities dealers and exempt market dealers up to 10% of the gross proceeds realized on the sale of Investment Units for soliciting subscriptions for Investment Units. The aggregate commission payable to such entities and individuals will be up to $420,000.00 in the case of the Maximum Offering. The Corporation reserves the right, as allowed by applicable securities legislation, to retain securities dealers to assist with effecting sales of Investment Units. Compensation of up to 10% of the gross proceeds realized on the sale of the shares may be paid to the Officers and Directors of the Corporation for soliciting subscriptions for shares. No other commission, finance fee or finder's fee will be payable by the Corporation in connection with the Offering.

SECTION 9 - RISK FACTORS All real estate investment is subject to significant risk arising from rapidly changing market conditions. A real estate investment is, by its nature, speculative. A purchaser purchasing shares as an investment should be aware that this investment has not only the usual risks when purchasing real estate, but also those risks that are inherent to the nature of real estate securities. In addition to the factors set forth elsewhere in this Offering Memorandum, potential Subscribers should carefully consider the following factors, many of which are inherent to the ownership of the shares. The following is a summary only of the risk factors involved in an investment in the shares. 9.1 Risks of Real Property Development and Ownership

Real estate developments and investments are generally subject to varying degrees of risk depending on the nature of the property. Such risks include changes in general economic conditions (such as the availability and cost of mortgage funds), local conditions (such as the supply of office, retail space or warehousing or the demand for commercial real estate in the area), government regulation (such as taxation of property and environmental legislation) and the attractiveness of properties to potential purchasers. In addition, each segment in the real estate development industry is capital intensive 22

and is typically sensitive to interest rates. The income generated by The Marketplace is dependent upon these conditions and, accordingly, the return to investors may be affected by changes in these conditions. The Corporation will be required to make certain significant expenditures in respect of its business including, but not limited to, the payment of property taxes, maintenance costs, mortgage payments, insurance costs and related charges which must be made regardless of whether or not a property is producing sufficient management fees to service such expenses. In addition, the Lands will be used as security to obtain financing for capital expenditures to be made by the Corporation. If the Corporation is unable or unwilling to meet the payment obligations on such loans, losses could be sustained as a result of the exercise by the lenders of their rights of foreclosure or sale. 9.2 Highly Speculative

The purchase of the shares are highly speculative. A potential Subscriber should buy them only if it is able to bear the risk of the entire loss of its investment and has no need for immediate liquidity. An investment in the share should not constitute a major portion of a Subscriber's portfolio. 9.3 Investment Not Liquid

Real property investments tend to be relatively illiquid, with the degree of liquidity generally fluctuating in relation to demand for, and for the perceived desirability of, the investment. The costs of holding real estate are considerable and as a holder of real estate during a recessionary period may be faced with ongoing expenditures with little prospect of incoming receipts. Such illiquidity may tend to limit the Corporations ability to vary its asset base promptly in response to changing economic or investment conditions. If the Corporation were required to liquidate its real property investments, the proceeds of the Corporation might be significantly less than the total value of its investment on a going concern basis. A Subscriber will only be able to sell its shares to third parties and recover any part of its investment pursuant to the terms of the Corporation Agreement, subject to applicable securities legislation, if the Corporation is able to complete a subsequent public offering or the assets of the Corporation itself is sold for cash or merges with a public company. 9.4 Default on Indebtedness

If the Corporation defaults in the repayment of any indebtedness, the creditors holding such indebtedness will be entitled to exercise available legal remedies against the Corporation including recourse against property of the Corporation pledged as collateral. There is no assurance that there will be assets available to recover any portion of the Corporations investment. 9.5 Competition

The Corporation competes with other investors, developers, and owners of properties for the development and sale of desirable real estate properties. Some of the commercial, retail and residential properties of the competitors of the Corporation are newer, better located or better capitalized than The Marketplace. Certain of these competitors have greater financial and other resources and greater operating flexibility than the Corporation. The existence of competing developers and owners could have a material adverse affect on the ability of the Corporation or the operator to develop or to market The Marketplace and could adversely affect the revenues or profitability of the Corporation and its ability to meet its debt obligations.

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9.6

Potential for Conflict of Interest

The director and officer of the Corporation are also a director and officer of other companies or are engaged and will continue to be engaged in activities that may put him in conflict with the business strategy. Consequently, there exists the possibility for such directors and officers to be in a position of conflict. All decisions to be made by the director and officer involving the Corporation are required to be made in accordance with his duties and obligations to act honestly and in good faith with a view to the best interests of the Corporation. In addition, the director and officer is required to declare his interests in, and the director is required to refrain from voting on any matter in which he may have a material conflict of interest. 9.7 Environmental Matters

Under various environmental laws, ordinances and regulations, the current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws could impose liability whether or not the Corporation knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of hazardous or toxic substances, or the failure to remove or remediate such substances, if any, could adversely affect the Corporation's ability to sell such real estate or to borrow using such real estate as collateral and could potentially also result in claims against the Corporation. In order to obtain financing for the purchase of a new property, the Corporation ordinarily arranges for an environmental audit to be conducted. Although such an audit provides both the Corporation and its lenders with some assurance, the Corporation may be subject to liability for undetected pollution or other environmental hazards on its properties against which it cannot ensure, or against which it may elect not to ensure where premium costs are disproportionate to the Corporation's perception of relative risk. The Corporation is not aware of any material non-compliance with environmental laws with respect to any of The Marketplace. The Corporation is also not aware of any claims in connection with the breach of environmental laws involving The Marketplace. 9.8 Financing

The Corporation may make capital expenditures for the development, marketing and sale of The Marketplace. Any funding required for such development, marketing and sale, in excess of the proceeds of the offering, will be obtained through third party financing, which may or may not be provided by a party related to the Corporation. The Corporations ability to access additional capital will depend on its success in its business and the status of the capital markets at the time such capital is sought. Accordingly, there can be no assurance that capital will be available to the Corporation from any source or that, if available, it will be at prices or on terms acceptable to the Corporation. 9.9 General Real Estate Risks

Various factors can affect the timing and profitability of real estate development and construction. While the Corporation has made certain plans for development of The Marketplace There is no assurance that such plans will be met on a timely basis or at all. There is also no assurance that The Marketplace can be developed profitably. The Corporation will be subject to risks inherent in the development of commercial real estate including: (a) (b) (c) (d) (e) (f) construction and other unforeseen delays, the incurring of construction and development costs in advance of securing sales revenue, cost overruns, the inability to secure the appropriate zoning and other necessary approvals in a timely and cost effective manner, the inability to sell the properties upon their completion, and fluctuations in demand and supply for commercial property.

The market for commercial property can be affected by economic factors, which may be regional, national or International in scope. 24

9.10

Market Risks

The economic performance and value of the Corporation's interest in The Marketplace will be subject to all of the risks associated with investing in real estate, including: (a) (b) (c) (d) (e) changes in the national, regional and local economic climate; local conditions, including an oversupply of properties like The Marketplace, or a reduction in demand for properties like The Marketplace; the attractiveness of all or parts of The Marketplace to developers; competition from other available properties; and changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes. Operating History

9.11

The Corporation has been incorporated for the purpose of managing the business and affairs and does not have a record of achievement to be relied upon. The Corporations operations are subject to all the risks inherent in the establishment of a new business enterprise, including a lack of operating history. The Corporation cannot be certain that its investment strategy will be successful. The likelihood of success of the Corporation must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business and real estate investment and development. If the Corporation fails to address any of these risks or difficulties adequately, its business will likely suffer. Future revenues and profits, if any, will depend upon various factors, including the success of the development and the marketability of The Marketplace, government regulations and enforcement and general economic conditions. There is no assurance that the Corporation can operate profitably or that the Corporation will successfully implement its plans. 9.12 Reliance on Management

Decisions regarding the management of the Corporations affairs will be made exclusively by the officers and directors of the Corporation. Accordingly, investors must carefully evaluate the personal experience and business performance of the officers and directors of the Corporation. The Corporation may retain independent contractors to provide services. These contractors have no fiduciary duty owed to the Corporation. 9.13 Regulatory Approvals

From time to time the development of properties by the Corporation will or may require zoning, environmental and other approvals from local government agencies. The process of obtaining such approvals may take many months and there can be no assurance that the necessary approvals for the Lands will be obtained. Holding costs accrue while regulatory approvals are being sought and delays can render Lands uneconomic at any given period. 9.14 Tax Aspects

Canadian federal and provincial tax aspects should be considered prior to investing in the Investment Units. The return on an investment is subject to changes in Canadian tax laws. The discussion of income tax considerations in this Offering Memorandum is based upon current income tax laws and regulations. There can be no assurance that tax laws, regulations or judicial or administrative interpretations will not be changed in a manner which fundamentally alters the tax consequences to investors holding or disposing of the shares.

25

9.15

Shares

The Corporation is not a member institution of the Canada Deposit Insurance Corporation and the Shares offered pursuant to this Offering Memorandum are not insured against loss through the Canada Deposit Insurance Corporation. 9.16 Major Asset

The Lands and The Marketplace will represent the major asset of the Corporation and therefore the Corporations financial performance is directly tied to the performance of this particular asset. The Corporation does not have a large portfolio of diverse real estate assets, therefore its success is dependent on the success of The Marketplace regarding the Lands. 9.17 Debt Financing

The Corporation will be subject to the risks associated with debt financing, including the risk that mortgage indebtedness secured by the real property of the Corporation will not be able to be refinanced or that the terms of the refinancing will not be as favourable as the terms of the existing indebtedness. 9.18 Interest Rate Fluctuations

The Corporations financing includes indebtedness with interest rates which may fluctuate over time and which will result in fluctuations in the Corporations cost of borrowing. 9.19 Fluctuations in Net Asset Value and Distributions

The net asset value per the shares and the Corporations availability for distribution will vary according to, among other things, the value of the property held by the Corporation. Fluctuations in the market values of the property in which the Corporation invests may occur for a number of reasons beyond the control of the Corporation including those factors described above. The market for property and commercial developments of the Corporation may be volatile. 9.20 Potential Indemnification Obligations

Under certain circumstances, the Corporation might be subject to significant indemnification obligations in respect to certain parties related to them. The Corporation will not carry any insurance to cover such potential obligations and none of the foregoing parties will be insured for losses for which the Corporation has agreed to indemnify them. Any indemnification paid by the Corporation would reduce the net asset value and by extension, the value of the shareholdings. 9.21 Lack of Independent Experts Representing Subscribers

The Corporation has consulted with a single legal counsel regarding the formation and terms of the Offering of the shares. Each prospective investor should consult his own legal, tax and financial advisors regarding the desirability of purchasing the shares and the suitability of investing in The Marketplace. 9.22 Shares Unsecured and Subordinate

The shares are unsecured and subordinate to secured and unsecured creditors of the Corporation and the Class E shares of the Corporation. If the Corporation is required to liquidate its assets, the Corporation is required to repay any secured and unsecured creditors and holders of Class E shares prior to repaying the holders of the Offered Securities. If there are not sufficient funds to repay the secured and unsecured creditors as well as the Class E shareholders, you may not recover your initial investment. 26

The foregoing risk factors do not purport to be a complete explanation of all risks involved in purchasing shares. Potential investors should read this entire Offering Memorandum and the Subscription Agreement and consult with their legal and other professional advisors before determining to invest in the Class D common shares.

SECTION 10 - REPORTING OBLIGATIONS Financial or other information relating to The Marketplace provided to you in the future may not be sufficient for your needs, for example, to enable you to prepare your income tax returns or to assess the performance of your investment. We are not required to send you any documents on an annual or ongoing basis. SECTION 11 - RESALE RESTRICTIONS These securities will be subject to a number of resale restrictions under securities legislation, including a restriction on trading. Until the restriction on trading expires, you will not be able to trade the securities unless they are eligible to rely on an exemption from the prospectus and registration requirements under securities legislation. For information about these resale restrictions, you should consult a lawyer. Unless permitted under securities legislation, you cannot trade the securities before the date that is four months and a day after the date the Corporation becomes a reporting issuer in any province or territory of Canada. The Corporation does not propose to become a reporting issuer and consequently, this restriction on trading may never expire. For Subscribers resident in Manitoba, unless permitted under securities legislation, you must not trade the shares without the prior written consent of the regulator in Manitoba unless: (a) (b) (c) (d) (e) the Corporation has filed a prospectus with the regulator in Manitoba with respect to the securities you have purchased and the regulator in Manitoba has issued a receipt for that prospectus; or you have held the securities for at least 12 months. The regulator in Manitoba will consent to your trade if the regulator is of the opinion that to do so is not prejudicial to the public interest. execute and acknowledge such instruments as the Corporation deems necessary or advisable to effect the admission of such purchaser, transferee, assignee or successor as a substitute , if requested by the Corporation, deliver an opinion of counsel satisfactory to the Corporation that such sale, transfer and assignment does not violate any applicable laws. SECTION 12 - PURCHASER'S RIGHTS If you purchase these securities, you will have certain rights, some of which are described below. For information about your rights, you should consult a lawyer. 12.1 Two-Day Cancellation Right

You can cancel your agreement to purchase these securities. To do so, you must send a notice to us by midnight on the 2nd business day after you sign the agreement to buy the securities. 12.2 Statutory Rights of Action in the Event of a Misrepresentation

Statutory Rights of Action of Purchasers in British Columbia, Alberta and Saskatchewan, in the Event of a Misrepresentation In the event of a misrepresentation (as defined below), securities legislation in British Columbia, Alberta and Saskatchewan provides that every purchaser of securities pursuant to this Offering Memorandum shall have, in addition to 27

any other rights they may have at law, a right of action for damages against the issuer, every director of the issuer at the date of the Offering Memorandum or any person who signed the Offering Memorandum. The purchaser may also elect to exercise a right of rescission against the issuer, in which case the purchaser has no right of action for damages. Purchasers should refer to the applicable provisions of the securities legislation in their Offering Jurisdiction for particulars of those rights or consult with a lawyer. This right of action may be summarized as set forth below: (a) (b) the Purchaser may cancel their agreement to buy the Offered Securities; or the Purchaser may sue for damages against the Corporation, its directors and any person who signed the Offering Memorandum (collectively defined as the Insiders)

This statutory right to sue is available to the purchaser whether or not the purchaser relied on the misrepresentation. However, there are various defences available to the persons or companies that the purchaser has the right to sue. In particular, the Corporation would have a defence if the purchaser knew of the misrepresentation when the subscriber purchased the Offered Securities. If this Offering Memorandum or any amendment thereto contains an untrue statement of a material fact or omits to state a material fact which is required to be stated or which is necessary in order to make any statement therein not misleading in light of the circumstances in which it was stated (herein called a misrepresentation) and it was a misrepresentation on the date of investment, a purchaser to whom such Offering Memorandum was delivered and who purchases securities shall have a right of action for rescission or alternatively for damages against the Corporation, while still the owner of any of the securities offered hereunder provided that if the Offering Memorandum contains a misrepresentation, a purchaser who purchases a security offered by the Offering Memorandum during the period of distribution shall be deemed to have relied on the representation, if it was a misrepresentation at the time of purchase, and has a right of action for damages against the Corporation: (a) (b) (c) the purchaser may elect to exercise a right of rescission against the Corporation in which case the purchaser does not have a right of action for damages against the Insiders; the Insiders are not liable under subsection (a) if the Corporation proves that the purchaser purchased the securities with knowledge of the misrepresentation; in an action for damages pursuant to subsection (a), the Insiders are not liable for all or any portion of the damages that the Insiders prove do not represent the depreciation in value of the security as a result of the misrepresentation relied on; in no case shall the amount recoverable by the purchaser exceed the price at which the securities were sold to the purchaser; and The right of action for damages or rescission will be in addition to any other right or remedy available to the purchaser at law.

(d)

Statutory Rights of Action of Purchasers in Manitoba in the Event of a Misrepresentation If the purchaser is resident in Manitoba and if the Offering Memorandum contains a misrepresentation, each purchaser in Manitoba to whom the Offering Memorandum has been sent or delivered and who purchases the securities, will be deemed to have relied upon such misrepresentation if it was a misrepresentation at the time of purchase, and the purchaser has a statutory right of action for damages against the directors of the Corporation (who were directors at the date of the Offering Memorandum) and any person or company who signed the Offering Memorandum, or alternatively, while still an owner of the securities, may elect instead to exercise a statutory right of rescission against the Limited Corporation and The Corporation, in which case the purchaser will have no right of action for damages against the directors of the Corporation (who were directors at the date of the Offering Memorandum) or any other person or company who signed the Offering Memorandum, provided that, among other limitations: (a) (b) in the case of an action for rescission or damages, no person or company will be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation; in the case of an action for damages, no person or company will be held liable for all or any portion 28

(c)

of the damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation; and in no case will the amount recoverable under the right of action for damages described above exceed the price at which the securities were offered under the Offering Memorandum.

All persons or companies referred to above that are found to be liable or accept liability are jointly and severally liable. A person or company who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person who is jointly and severally liable to make the same payment in the same cause of action unless, in all the circumstances of the case, the court is satisfied that it would not be just and equitable. In addition, no person or company, other than the Corporation will be liable if the person or company proves that: (a) the Offering Memorandum was sent or delivered to the purchaser without the person's or the company's knowledge or consent and that, on becoming aware of its sending or delivery, the person or company promptly gave reasonable notice to the Corporation that it was sent or delivered without the person's or company's knowledge and consent; or misrepresentation in the Offering Memorandum, the person or company withdrew the person's or company's consent to the Offering Memorandum and gave reasonable notice to the Corporation of the withdrawal and the reason for it; or with respect to any part of the Offering Memorandum purporting to be made on the authority of an expert, or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that: (i) (ii) there had been a misrepresentation, or the relevant part of the Offering Memorandum: (A) (B) did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert; or with respect to any part of the Offering Memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company: (i) (ii) 12.3 failed to conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation; or believed that there had been a misrepresentation.

(b)

(c)

Statutory Rights of Action of Purchasers in Ontario in the Event of a Misrepresentation

Section 130.1 of the Securities Act (Ontario) (the Ontario Act) provides that in the event that this Offering Memorandum, together with any amendment thereto, contains a misrepresentation and it was a misrepresentation on the date of investment, a purchaser to whom this Offering Memorandum was delivered and who purchases securities offered hereby shall be deemed to have relied upon such misrepresentation and shall have, subject to as hereinafter provided, a right, to either an action for damages, or alternatively, rescission against the Corporation while still an owner of the Offered Securities, provided that: (a) (b) (c) (d) the Corporation will not be held liable under this paragraph if it proves that the purchaser purchased the Offered Securities with knowledge of the misrepresentation; in an action for damages, the Corporation is not liable for all or any portion of such damages that it proves does not represent the depreciation in value of the Offered Securities as a result of the misrepresentation relied upon; in no case will the amount recoverable under section 130.1 of the Ontario Act exceed the price at which the Offered Securities were sold to the Investor; and the right conferred by section 130.1 of the Ontario Act is in addition to and without derogation from 29

any other right or remedy available to the purchaser at law. 12.4 Limitation Periods for Statutory Rights of Action British Columbia, Alberta and Ontario

In these jurisdictions, no action shall be commenced to enforce a statutory right of action unless the right is exercised: (a) (b) in the case of rescission on notice to the Corporation not later than 180 days; or in the case of damages, the earlier of: three years after the date of the transaction that gave rise to the cause of action; and 180 days after the purchaser first has knowledge of the facts giving rise to the cause of action.

Manitoba
In Manitoba, no action shall be commenced to enforce these rights more than: (a) (b) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or in the case of any action, other than an action for rescission, the earlier of: (i) (ii) 180 days after the date on which the purchaser first had knowledge of the facts giving rise to the cause of action; or 2 years after the date of the transaction that gave rise to the cause of action.

In addition, if a misrepresentation is contained in a record incorporated by reference in, or is deemed to be incorporated into an Offering Memorandum; the misrepresentation is deemed to be contained in the Offering Memorandum. The rights discussed above are in addition to and without derogation from any other right or remedy which purchasers may have at law and are intended to correspond to the provisions of the relevant securities legislation and are subject to the defences contained therein.

Saskatchewan
In Saskatchewan, no action shall be commenced for rescission or damages more than: (a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or in the case of action for damages, the earlier of six years after the date of the transaction that gave rise to the cause of action; and one year after the purchaser first has knowledge of the facts giving rise to the cause of action.

(b)

Subscribers should consult their own legal advisers with respect to their rights and the remedies available to them. The rights discussed above are in addition to and without derogation from any other rights or remedies, which subscribers may have at law.

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FINANCIAL STATEMENTS

MILLSTONE DEVELOPMENT CORPORATION

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DATE AND CERTIFICATE

This Offering Memorandum does not contain a misrepresentation. The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made.

DATED this 21st day of September, 2011.

By : Millstone Development Corporation

______________________________ Alan Clouston President ______________________________ Stephan Potgieter Secretary ______________________________ Donald Scott Treasurer

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Addendum A Subscription Agreement

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