A copy of this preliminary prospectus has been filed with the securities regulatory authorities in all provinces and

territories of Canada but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authorities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. PRELIMINARY PROSPECTUS Initial Public Offering May 31, 2011

WALTON EDGEMONT DEVELOPMENT CORPORATION

Maximum: $30,000,000 (3,000,000 Units) Minimum: $ ( Units)
Walton Edgemont Development Corporation (the "Corporation") is a corporation incorporated under the laws of the Province of Alberta. The Corporation is offering up to 3,000,000 Units at a price of $10.00 per Unit. Each Unit is comprised of $7.50 principal amount of Offering Debentures and one NonVoting Share having a price of $2.50. The Offering Debentures bear simple interest at a rate of 8.0% per annum payable annually in arrears commencing September 30, 2012. Each purchaser must purchase a minimum of 250 Units for an aggregate price of $2,500. Capitalized terms used in this prospectus are defined in the Glossary of Terms. Investment Rationale The Corporation has been incorporated to provide purchasers with the unique opportunity to participate in the returns available on the development of the approximately 198.8 acre "Edgemont" properties located in Edmonton, Alberta (the "Properties"). Walton Asset Management L.P. ("WAM"), the manager of the Corporation, believes that the Properties are strategically located and that investors can benefit from this development opportunity. WAM further believes that Walton Development and Management L.P. ("WDM"), which will manage this Project, is best qualified, because of the past involvement of a number of its personnel in managing the concept planning and entitlement process for the Properties, to develop the Properties on a timely and cost effective basis. Investment Objectives The Corporations investment objectives are to: (a) preserve the capital investment of the purchasers in the Units; (b) make annual Cash Distributions on the Units (comprised of payments of interest and/or principal on the Offering Debentures and/or dividends or other distributions on the Non-Voting Shares) beginning in September 2012 until the completion of the Project, which is anticipated to be in December of 2016; and (c) achieve a net internal rate of return ("Net IRR") of 13.5% on the $10.00 purchase price of the Units under this Offering from the Cash Distributions referred to in (b) above. There is no guarantee of a return on this investment. See "The Properties, Area and Investment Plan

ii Edgemont Investment Plan", "Cautionary Statements" and "Risk Factors". Investment Strategy The Corporation intends to meet its investment objectives through a four step strategy: (i) acquire the Edgemont Properties, (ii) obtain contractual commitments from homebuilders to purchase lots to be serviced in each of the four planned phases of the development of the Properties before construction commences on that phase, (iii) construct municipal services infrastructure on the Properties in phases to provide a controlled supply of serviced lots to the marketplace, and (iv) use the revenue from the sale of the serviced lots to repay construction loans and other obligations of the Corporation and then pay the remainder to the holders of the Offering Debentures and Non-Voting Shares by paying the interest and principal on the Offering Debentures and by declaring a dividend or dividends on the Non-Voting Shares and/or winding up the Corporation and distributing its assets to the holders of the Non-Voting Shares. Walton Group of Entities In business for 30 years, the Walton Group currently manages approximately $2.8 billion of predevelopment and development assets comprised of over 60,000 acres of land, on behalf of investors around the world, including primarily North America, Europe and Asia and for the Walton Group. Headquartered in Calgary, the Walton Group has approximately 870 employees located in Canada, the United States, Hong Kong, Singapore, Malaysia and Germany. Development of the Edgemont Project will be managed by WDM whose team is comprised of 39 real estate development professionals bringing over 430 years of combined experience in land development, land planning, project management, engineering, finance, marketing and municipal affairs. This team has managed or is currently managing seven Walton Group horizontal development projects in Alberta and Ontario with total incurred and/or budgeted construction costs of approximately $799.2 million. Walton International Group Inc., a company in the Walton Group and an affiliate of the Corporation, WAM and WDM, will acquire not less than 5% of the Units in connection with the Offering. It will do this by transferring, at the time of the acquisition by the Corporation of the Properties, its current interests in the Properties being acquired by the Corporation in exchange for an aggregate 118,525 Units at a price of $9.475 per Unit (being the $10.00 price of a Unit under the Offering less the fee payable to the Agents under the Offering for each Unit sold under the Offering) or $1,123,024 in the aggregate and by acquiring, if necessary, either itself or through an affiliated entity, further Units at a price of $10.00 per Unit so that it and such entity hold not less than 5% of the outstanding Non-Voting Shares and not less than 5% of the outstanding principal amount of the Offering Debentures upon completion of the Offering and the acquisition of the Properties by the Corporation. See "Acquisition of the Properties by the Corporation Properties Acquisition". The Offering
Price to Public (1) Agents Fee (2) Proceeds to the Corporation (3)

Per Unit.................................................... Total for Maximum Offering................... Total for Minimum Offering ...................
Notes: (1) (2) (3) (4)

$10.00 $30,000,000 $

$0.525 $1,575,000 $

$9.475 $28,425,000 $

The price to the public was determined by negotiation between the Agents and the Corporation. The Units will be offered for sale by the Agents. See "Plan of Distribution". These amounts are before deduction of the Offering Costs, which will not exceed 1.5% of the Gross Proceeds. WAM will pay Offering Costs that are in excess of 1.5% of the Gross Proceeds without reimbursement. There will be no Closing unless a minimum of Units are sold under the Offering. If subscriptions for a minimum of Units have not been received by the date that is 90 days from the date of the receipt for the final prospectus, subscription proceeds received will be returned, without interest or deduction, to the subscribers. The Agents will hold subscription proceeds received from subscribers prior to the Closing. Investors in the Offering must make a minimum initial purchase of at least $2,500 (250 Units).

An investment in the Non-Voting Shares and Offering Debentures must be considered speculative because they are subject to certain risks. An investment in Non-Voting Shares and Offering

iii Debentures is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment. See "Risk Factors". As at the date of this prospectus, the Corporation does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on any stock exchange or marketplace. There is no market through which either the Non-Voting Shares or the Offering Debentures may be sold and investors may not be able to resell the Non-Voting Shares and Offering Debentures purchased under this prospectus. In addition, investors desiring to sell their Offering Debentures or Non-Voting Shares must sell them together in the same proportions to the same person (for example, if a holder wishes to sell 50% of his Offering Debentures, the holder must also sell 50% of his Non-Voting Shares to the same person). See "Description of the Securities Distributed" and "Risk Factors". Provided the Corporation qualifies as a public corporation (within the meaning of the Tax Act), the Non-Voting Shares and the Offering Debentures, when issued, and the Interest Debentures, if and when issued, will be qualified investments under the Tax Act for Deferred Plans. If at any time the NonVoting Shares, Offering Debentures or Interest Debentures are prohibited investments for a particular TFSA or, pursuant to the RRSP/RRIF Proposals, a particular RRSP or RRIF, the holder of the TFSA or, pursuant to the RRSP/RRIF Proposals, the annuitant under the RRSP or RRIF, may be subject to a penalty tax. See "Eligibility for Investment". CIBC World Markets Inc. and BMO Nesbitt Burns Inc. (the "Co-Lead Agents") and Scotia Capital Inc., GMP Securities L.P., Canaccord Genuity Corp., HSBC Securities (Canada) Inc., Laurentian Bank Securities Inc., Macquarie Capital Markets Canada Ltd., Raymond James Ltd., Desjardins Securities Inc., Burgeonvest Bick Securities Limited and Mackie Research Capital Corporation (collectively with the Co-Lead Agents, the "Agents"), in their capacity as agents, conditionally offer the Units for sale on a best efforts basis, if, as and when subscriptions are accepted and delivered by the Corporation in accordance with the conditions contained in the Agency Agreement referred to under "Plan of Distribution", subject to prior sale and approval of certain legal matters on behalf of the Corporation by Blake, Cassels & Graydon LLP and on behalf of the Agents by McCarthy Ttrault LLP. Offers to purchase Units will be received subject to acceptance or rejection in whole or in part, and the right is reserved to close the subscription books at any time without notice. Registration and transfers of Non-Voting Shares and Offering Debentures sold through the Agents or their Sub-Agents will be effected through the book-based system administered by CDS Clearing and Depository Services Inc. ("CDS"). Book-entry only certificates representing the Non-Voting Shares and the Offering Debentures will be issued in registered form only to CDS or its nominees and will be deposited with CDS on the date of Closing. No other certificates representing the Non-Voting Shares and the Offering Debentures sold under the Offering will be issued. A purchaser of Units will receive only a customer confirmation from the registered dealer which is a CDS participant and from or through which Units are purchased. Beneficial owners of Non-Voting Shares and Offering Debentures sold through the Agents or their Sub-Agents will not receive physical certificates evidencing the securities in respect of which they have subscribed. See "Plan of Distribution". Subscriptions will be received for the Units offered hereby subject to rejections or allotments in whole or in part, and the Agents reserve the right to close the subscription books at any time without notice. Closing is expected to occur on or about , 2011 but in any event not later than , 2011. All dollar amounts in this prospectus are expressed in Canadian dollars.

TABLE OF CONTENTS CAUTIONARY STATEMENTS ................................................................................................................................1 SUMMARY OF PROSPECTUS.................................................................................................................................3 GLOSSARY OF TERMS..........................................................................................................................................16 STRUCTURE ............................................................................................................................................................23 DESCRIPTION OF THE WALTON GROUPS DEVELOPMENT BUSINESS ....................................................24 THE PROPERTIES, AREA AND INVESTMENT PLAN.......................................................................................32 USE OF PROCEEDS ................................................................................................................................................44 ACQUISITION OF THE PROPERTIES BY THE CORPORATION......................................................................46 SELECTED FINANCIAL INFORMATION ............................................................................................................61 DESCRIPTION OF THE SECURITIES DISTRIBUTED........................................................................................62 CONSOLIDATED CAPITALIZATION...................................................................................................................70 PRIOR SALES ..........................................................................................................................................................71 PRINCIPAL SECURITYHOLDERS........................................................................................................................71 DIRECTORS AND EXECUTIVE OFFICERS.........................................................................................................71 EXECUTIVE COMPENSATION.............................................................................................................................76 AUDIT COMMITTEE AND CORPORATE GOVERNANCE ...............................................................................76 PLAN OF DISTRIBUTION......................................................................................................................................78 CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES ..............................................................79 ELIGIBILITY FOR INVESTMENT.........................................................................................................................84 RISK FACTORS .......................................................................................................................................................84 PROMOTER..............................................................................................................................................................96 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ......................................96 RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENTS..........................................................97 AUDITORS, TRANSFER AGENTS AND REGISTRAR .......................................................................................97 MATERIAL AGREEMENTS...................................................................................................................................97 EXPERTS ..................................................................................................................................................................98 PURCHASERS RIGHTS OF WITHDRAWAL AND RESCISSION ....................................................................98 AUDITORS CONSENT ..........................................................................................................................................99 CERTIFICATE OF THE CORPORATION AND THE PROMOTER...................................................................109 CERTIFICATE OF THE AGENTS ....................................................................................................................... A-1 SCHEDULE A ENCUMBRANCES AGAINST THE PROPERTY .................................................................... A-2 SCHEDULE B AUDIT COMMITTEE CHARTER ..............................................................................................B-1

1 CAUTIONARY STATEMENTS Forward-Looking Statements Certain statements in this prospectus as they relate to the Corporation, WAM, and their respective views or predictions about possible future events or conditions and their business operations and strategy, are "forwardlooking statements" within the meaning of that phrase under applicable Canadian securities laws. Such statements include disclosures related to the anticipated Net IRR to be realized as described more particularly under "The Properties, Area and Investment Plan Edgemont Investment Plan Land Use Plan, Revenues, Costs, Timing, Development Plan and Short Term Project Objectives for Phase 1, and Sensitivity Analysis". Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "does not expect", "is expected", "anticipates", "does not anticipate", "plans", "estimates", "believes", "does not believe" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or achieved) are not statements of historical fact and may be "forward-looking statements", including by way of example and without limiting the generality of the foregoing, statements with respect to how the Available Funds are anticipated to be used by the Corporation and when payments under the Offering Debentures, the Interest Debentures (if any) and Non-Voting Shares are anticipated to be made to the holders thereof. Forward-looking statements are based on the current expectations, estimates and projections of the Corporation and WAM at the time the statements are made. They involve a number of known and unknown risks and uncertainties which would cause actual results or events to differ materially from those presently anticipated, including those risks described under "Risk Factors". Risks may impact, among other things, the following factors which could cause actual results or events to differ materially from those presently anticipated: views regarding the real estate market, in particular relating to prices and trends; the expectation that the Properties will meet the Corporations investment objectives and strategy; the anticipated business, operational and reporting issuer costs to be incurred by the Corporation; the anticipated costs to be incurred by the Corporation to complete development of the Properties and prepare the Properties for sale as parcels or lots; the prices at which serviced lots and parcels from the Properties can be sold; the rate at which serviced lots and parcels from the Properties are purchased in the marketplace; the prospects for obtaining certain development approvals and the timing of these approvals; that further debt beyond the amounts of the Debentures and the anticipated amounts of the construction loans for each phase of development of the Project will not be required; that financing beyond, or in replacement of, the Construction Loan will be available on reasonable terms; economic growth in the Province of Alberta and its implications for the Edmonton area; population, employment growth, housing demand, prices and starts in the Edmonton area; the belief that urban growth in Edmonton will be accommodated in the area where the Properties are located and that the Properties will be required for the eventual build-out and development of that region; the expectation that the Properties will be suitable for profitable and timely development; the proposed plan of development for the Properties, the number of phases to complete the Project, the anticipated timeline for each phase, and what will be constructed in each phase; the expectation that the Properties will have approximately a six year project life; and the creditworthiness of the home builders to whom serviced lots and parcels are sold by the Corporation.

2 The Net IRRs referred to in this prospectus are expressly qualified in their entirety by this cautionary statement. The Net IRRs referred to herein are based on an investors purchase price for the Units under this prospectus and the payments made, and the potential payments to be made, on the Offering Debentures, Interest Debentures (if any) and Non-Voting Shares held by them. IRR is a rate of return measure used in investment analysis to compare investment opportunities. It is calculated using a discounted cash flow model. The payments on the Offering Debentures, Interest Debentures (if any) and Non-Voting Shares for purposes of calculating the Net IRR herein are based on actual and projected cash payments received or receivable by an investor on its investment in the Non-Voting Shares and Offering Debentures and actual cash amounts paid by such investor for its investment in the Non-Voting Shares and Offering Debentures. The anticipated payment amounts, if any, used in calculating Net IRR are derived from estimated budgets and cash flow projections which have been based on current market information, local market knowledge and WDMs development experience. The construction budgets have been developed with the assistance of information supplied by qualified third party consultants and sensitivity analyses have been performed with respect to project duration, revenues and costs. WAM has sought to make appropriate adjustments and to provide for appropriate contingencies to present an accurate representation of the anticipated returns on the development of the Properties. Although based on what are believed to be reasonable assumptions, there can be no assurances to prospective investors that actual results will be consistent with the Net IRRs set out herein. The Net IRRs are subject to risks including, without limitation, those set out under "Risk Factors", which risks may change. While it is believed that Net IRRs are an important measure in assessing potential returns on projects of this type, the risk factors should be considered carefully and prospective investors should not place undue reliance on the Net IRR calculations. Readers are cautioned that the risks set out under "Risk Factors" are not exhaustive and that risks may change or new risks may emerge. Important factors that could cause the Corporation's actual results and performance in future periods to differ materially from the Corporation's expectations include, among other things, the length of time it takes to develop and sell the Properties, the availability and terms of construction financing, the costs involved in the development of the Properties, the prices at which the serviced lots and parcels from the Properties can be sold, the rate at which serviced lots and parcels from the Properties are purchased in the marketplace, general economic and market factors, including interest rates, a decline in the real estate market, changes in government policies and regulations or in tax laws, changes in municipal planning strategies and whether certain development approvals are obtained, in addition to those factors discussed or referenced under the heading "Risk Factors". The forward-looking statements contained in this prospectus are given as of the date hereof. Except as otherwise required by law, the Corporation does not intend to, and assumes no obligation to, update or revise these or other forward-looking statements it may provide, whether as a result of new information, plans or events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements as there can be no assurance that the condition, events, plans and assumptions on which they are based will occur. Reliance Prospective investors should rely only on information contained in this prospectus. None of the Corporation or the Agents have authorized any other person to provide prospective investors with different information. If a prospective investor is provided with different or inconsistent information, the prospective investor should not rely on such information. None of the Corporation or the Agents are making an offer to sell in any jurisdiction where an offer or sale is not permitted. Industry and Market Data The Corporation obtained the industry and market data used throughout this prospectus from surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. Although the Corporation believes that each of these studies and publications is reliable, neither the Corporation nor the Agents have independently verified such data and do not make any representations as to the accuracy of such information.

3 SUMMARY OF PROSPECTUS The following is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus. Capitalized terms in this prospectus, including this summary, have the same meaning as set out in the glossary of this prospectus. Offering Amounts: Maximum: $30,000,000 (3,000,000 Units, comprised of $22,500,000 principal amount of Offering Debentures and 3,000,000 Non-Voting Shares) Minimum: $ ( Units, comprised of $ principal amount of Offering Debentures and Non-Voting Shares) The Offering is of Units of the Corporation at a price of $10.00 per Unit. Each Unit is comprised of $7.50 principal amount of Offering Debentures and one Non-Voting Share at a price of $2.50 per share. The Offering Debentures and Non-Voting Shares are separable after the issuance of the Units, provided that a holder may not sell any of one security without selling a proportionate number of the other security to the same person. See "Description of the Securities Distributed", "Description of the Securities Distributed The Non-Voting Shares" and "Description of the Securities Distributed The Debentures - Requirement of Proportionate Transfer of Debentures and Non-Voting Shares". Each purchaser must purchase a minimum of 250 Units for an aggregate price of $2,500. Each Non-Voting Share is non-voting and is entitled to receive dividends when declared by the board of directors of the Corporation. Upon the Corporation's voluntary or involuntary liquidation, dissolution or winding-up, after payment of liabilities, the holders of Non-Voting Shares are entitled to share rateably amongst themselves in the remaining assets available for distribution, if any. See "Description of the Securities Distributed". The Offering Debentures will be unsecured and will bear simple interest at a rate of 8% per annum, payable annually beginning on September 30, 2012. The Offering Debentures will mature and be repayable on December 31, 2016, however, they can be extended by the Corporation in its sole discretion until December 31, 2018. The Corporation can also, in its sole discretion, repay all or any portion of the Offering Debentures at any time and from time to time prior to the maturity date. Payments under the Offering Debentures will be subordinated to the prior payment in full of all Senior Indebtedness of the Corporation. If necessary, under the terms of the Offering Debentures, the Corporation may, in its sole discretion, (i) repay all or any portion of the principal amount of, or interest under, the Offering Debentures through the issuance of Non-Voting Shares, (ii) evidence its obligation to pay all or any portion of the interest under the Debentures through the issuance of Interest Debentures, and/or (iii) convert all or any principal amount of the Offering Debentures into Non-Voting Shares. See "Description of the Securities Distributed". Investment Rationale: The Corporation has been established to provide purchasers with the unique opportunity to participate in the returns available on the development of the approximately 198.8 acre Edgemont Properties located in Edmonton, Alberta. WAM, the manager of the Corporation, believes that the Properties are strategically located and that investors can benefit from this development opportunity. WAM further believes that WDM, which will manage this project, is best qualified, because of the past involvement of a number of its personnel in managing the concept planning and entitlement process for the Properties, to develop the Properties on a timely and cost effective basis. The Corporation's investment objectives are to: (a) preserve the capital investment of the purchasers in the Units; (b) make annual Cash Distributions on the Units (comprised of payments of interest and/or principal on the Offering Debentures and/or dividends or other distributions on the Non-Voting Shares) beginning in September 2012 until the completion of the Project, which is anticipated to be in

Offering:

Minimum Subscription: Non-Voting Shares:

Offering Debentures:

Investment Objectives:

4 December of 2016; and (c) achieve a Net IRR of 13.5% on the $10.00 purchase price of the Units under this Offering from the Cash Distributions referred to in (b) above. IRR is a rate of return measure (using a discounted cash flow model) used to compare investment opportunities. The payments and distributions for purposes of calculating the Net IRR herein is based on the revenues, costs (net of all fees and expenses) and timing described under "The Properties, Area and Investment Plan Edgemont Investment Plan". There is no guarantee of a return on this investment. See "The Properties, Area and Investment Plan Edgemont Investment Plan", "Cautionary Statements" and "Risk Factors". Acquisition of the Properties: Walton Group of Entities: The Corporation proposes to acquire the Properties from the current owners at a price of $135,750 per acre. The Properties are proposed to be acquired by the Corporation, and potentially Walton Land Interest Acquisition Ltd. ("WLIA"), as soon as practicable following the Closing of the Offering. See "Acquisition of the Properties by the Corporation Properties Acquisition". In business for 30 years, the Walton Group currently manages approximately $2.8 billion of predevelopment and development assets comprised of over 60,000 acres of land, on behalf of investors around the world, including primarily North America, Europe and Asia and for the Walton Group. Headquartered in Calgary, the Walton Group has approximately 870 employees located in Canada, the United States, Hong Kong, Singapore, Malaysia and Germany. Development of the Edgemont Project will be managed by WDM whose team is comprised of 39 real estate development professionals bringing over 430 years of combined experience in land development, land planning, project management, engineering, finance, marketing and municipal affairs. This team has managed, or is currently managing, seven Walton Group horizontal development projects in Alberta and Ontario with total incurred and/or budgeted construction costs of approximately $799.2 million and totalling approximately 4,118 acres. Collectively, these projects have planned capacity for over 7,000 single family homes, 9,200 multi-family units, 9.2 acres of commercial uses and 657 acres of industrial/employment uses. In addition, WDM and its US affiliate are managing the entitlement process for 68 master planned communities in North America. Five of these projects were managed or are being managed on behalf of over 3,600 retail investors, the sixth and largest (the Northpoint project) is being managed on behalf of an institutionally led group of Canadian investors and lenders, including a major Canadian life insurance company and a major Canadian provincial pension fund, and the seventh is being managed on behalf of Walton and a third party landowner. WDM is an affiliate of the Corporation and WAM. See "Description of the Walton Group's Development Business Walton Development and Management L.P.". WAM will manage the Corporation pursuant to the terms of the Management Services Agreement. Currently, the personnel in WAM administer three other Alberta Walton Group entities that are undertaking horizontal development projects managed by WDM. See "Description of the Walton Group's Development Business Walton Asset Management L.P.". Walton International Group Inc. ("Walton"), a company in the Walton Group and an affiliate of the Corporation, WAM and WDM, will acquire not less than 5% of the Units in connection with the Offering. It will do this by transferring, at the time of the acquisition by the Corporation of the Properties, its current interests in the Properties being acquired by the Corporation in exchange for an aggregate 118,525 Units at a price of $9.475 per Unit (being the $10.00 price of a Unit under the Offering less the fee payable to the Agents under the Offering for each Unit sold under the Offering) or $1,123,024 in the aggregate and by acquiring, if necessary, either itself or through an affiliated entity, further Units at a price of $10.00 per Unit so that it and such entity hold not less than 5% of the outstanding Non-Voting Shares and not less than 5% of the outstanding principal amount of the Offering Debentures upon completion of the Offering and the acquisition of the Properties by the Corporation. See "Acquisition of the Properties by the Corporation Properties Acquisition".

Walton Development and Management L.P.:

Walton Asset Management L.P.: Walton Group's Investment in the Corporation:

5 The Corporation: Walton Edgemont Development Corporation is a corporation governed by the laws of the Province of Alberta, incorporated on May 5, 2011. The Corporation has no material assets, liabilities or capital. Its directors are Jon N. Hagan, Clifford H. Fryers and David G. Mallory, the majority of whom are independent. Its officers are William K. Doherty, President and Chief Executive Officer, D. Blair Nixon, Q.C., F.C.A., Chief Financial Officer and Leslie A. Fryers, Q.C., Corporate Secretary. It is anticipated that its operations will be funded entirely by the proceeds of the Offering and construction loans. See "Structure", "Directors and Executive Officers", "Use of Proceeds" and "Description of the Securities Distributed". The Corporation anticipates that Cash Distributions on the Units (being payments of interest and/or principal on the Offering Debentures and dividends or other distributions on the Non-Voting Shares) will begin in September 2012 and will be made annually thereafter. It is further anticipated that the total amount of such distributions are expected to equal to or exceed the $10.00 per Unit offering price on or after three and a half years after the acquisition of the Properties by the Corporation. It is anticipated that Cash Distributions in 2012 will be made prior to repayment of the Construction Loan in full. It is anticipated that this will be permitted under the Construction Loan, provided that development of the Properties has reached step 8 as referred to in "The Property, Area and Investment Plan Edgemont Investment Plan Anticipated Steps to Completion of the Development Plan and Short Term Project Objectives for Phase 1" and that construction costs incurred up to that point in time are on budget. Payment of interest on the Offering Debentures is scheduled to occur on or before September 30 of each year, beginning in 2012. The amounts and timing of any payments in excess of interest, if any, will be at the sole discretion of the Corporation and only after the Corporation has paid or reserved funds for its expenses, liabilities and commitments (other than with respect to the Offering Debentures), including for (i) the fees payable to WAM and WDM, and (ii) any amounts outstanding, on a phase by phase basis, under the construction loans required to develop the Properties. These proposed payments are neither guaranteed nor will they be paid in a steady or stable stream. See "The Properties, Area and Investment Plan Edgemont Investment Plan Timing". Project Time Horizon: The Corporation estimates that development of the Properties, sale of all serviced parcels and lots and all payments to the holders of the Offering Debentures and Non-Voting Shares resulting therefrom will be completed within approximately a six year time horizon. See "The Properties, Area and Investment Plan Edgemont Investment Plan Timing". In order to meet its investment objectives for the Corporation, the Walton Group will follow its four-step development strategy for the Project shown below.

Cash Distributions:

Investment Strategy:

The Walton Groups Four Step Development Strategy

6 Step 1: Property Acquisition The Walton Group identifies strategic horizontal development opportunities from a portfolio of land assets that are currently being managed through the entitlement and concept planning processes by WDM. Lands selected for development must meet four general criteria. They must be, in WAM's judgement: (i) in regions of long-term sustainable population and employment growth; (ii) in regions that have diverse economies, with the potential for sustainable economic growth; (iii) in sub-markets that exhibit a limited supply of serviced lot inventory; and (iv) properties that are nearing receipt of, or have recently received, the necessary zoning for development to begin. Step 2: Obtain Contractual Commitments of Homebuilders WDM does not initiate construction on any phase (see step 3 below) without securing contractual commitments (including paid deposits) from homebuilders to acquire a minimum of 40% of the single family home lots in the phase. Step 3: Construction of Infrastructure Using a Phased Approach WDM manages the development process, which involves the design, approval, construction and maintenance of municipal services, such as sewer and water lines, electricity, telephone, cable tv, roads, sidewalks, parks and other community amenities. WDM does not manage the construction of residential homes. In order to provide a controlled supply of serviced lots to the marketplace, WDM uses a phased approach to development. As serviced lot inventory in each phase declines and as market conditions warrant, construction is initiated on a subsequent phase. Step 4: Payments to Investors Under the proposed terms of the contractual commitments with the homebuilders, full payment for the committed lots is to be received at the earlier of title transfer of a lot to a homeowner or 12 to 15 months after roads are completed in the phase. Upon receipt, the proceeds are used to repay the construction loans and the Corporations obligations before determining the amount available for payment to investors on the Offering Debentures and Non-Voting Shares on an annual basis. It is anticipated that payments will be a combination of interest payments and repayment of principal on the Debentures and dividends and other distributions on the Non-Voting Shares. Upon completion of the Project and final payments on the Debentures and Non-Voting Shares, no Properties will be left in the Corporation. Risk Mitigation Measures: The Walton Group applies the following pro-active measures to seek to reduce risk during the development process: 1) Focuses on the acquisition and development of properties predominantly zoned for starter and move-up single family housing targeting first and second time homebuyers, which generally exhibit more consistent demand through market cycles; 2) Seeks to maximize the percentage of lots (not less than 40%) that the homebuilders commit to under contract prior to commencing development in each phase; 3) Utilizes third party cost consultants to establish and monitor project costs; and 4) Applies a phased approach to the delivery of lots to balance lot supply with current inventory and market demand. See "Description of the Walton Group's Development Business The Real Estate Life Cycle". Historical Performance of Other Walton Group Development Projects: The Walton Group has managed or is currently managing seven Walton Group horizontal development projects in Alberta and Ontario with total incurred and/or budgeted construction costs of approximately $799.2 million and totalling approximately 4,118 acres. Five of these projects are being managed on behalf of over 3,600 retail investors, the sixth and largest (the Northpoint project) is being managed on behalf of an institutionally led group of Canadian investors and lenders, including a major Canadian life insurance company and a major Canadian provincial pension fund, and the seventh is being managed on behalf of Walton and a third party land owner. Other than as indicated, the information in the table below is as of March 31, 2011.

7
Property Use Invested Capital (in millions) Construction Capital (in millions) Incurred Shepard Project Industrial / Commercial $21.3 $40.4 Total Budgeted $42.4 Project Composition Sold(2) 396 acres (100%) of serviced industrial lots, 1,098 acres (100%) of undeveloped land 450 single family lots (100%), 8 acres (100%) multi-family sites and 1.6 acres (100%) of commercial sites 1,057 single family lots (28.1%), 19 acres (10.1%) of multi-family sites, 2 acres (20%) of commercial sites 454 single family lots (25.9%), 6.9 acres (22.5%) of multi-family sites, 3.6 acres (100%) of commercial sites 107 single family lots (19.4%) To be Constructed and Sold Nil All land has been sold and proceeds collected, only maintenance costs remain. Nil All lots are committed and sale proceeds were collected in 2011. 2,693 single family lots, 168 acres of multifamily sites, 8 acres of commercial sites 1,296 single family lots, 23.7 acres of multifamily sites 444 single family lots, 5.4 acres of multifamily sites, 2.0 acres of mixed-use/commercial sites 607 single family lots, 22.0 acres of mixeduse/commercial sites 141 acres of industrial lands Project Timeline Start Date 2003 End Date or Anticipated End Date 2010 Net IRR(1)

27.3%(3)

Southfork Project

Residential

$18.8

$30.9

$31.1

2005

2011

17.8%(3)

Northpoint Project

Residential

$156.1

$120.8

$383.8

2007

2019

n/a(4)

McConachie Project

Residential

$64.0

$62.7

$164.7

2007

2017

n/a(4)

Big Lake Project

Residential

$22.5

$0.54

$54.5

2010

2015

n/a(4)

Riverbend Project Point Trotter Project

Residential

$24.6

$0.21

$38.1 $42.7(5)

Nil

2011

2018

n/a(4) n/a(4)

Industrial/ Commercial

$24.4

Nil

Nil

2011

2015

Notes: (1) Net IRR is not a measure prescribed by generally accepted accounting principles and, accordingly, does not have any standardized meaning. Therefore, the Net IRR is unlikely to be comparable to similar measures presented by other issuers. WAM has determined that Net IRR is the most appropriate measure of the anticipated return on an irregular stream of payments. These numbers represent lots and acreage that have been sold or that are currently under contracts for sale with third parties. These Net IRRs are based on values that are fully realized distributions. Net IRR is a yield measure that determines the annualized return of an investment based on cash inflows and outflows over time net of all costs and expenses of the Corporation, including any fees paid to WAM and WDM. Net IRR is not available for these projects because they are in the early stages of development. The McConachie project made its first cash distribution ($4.7 million) to investors in the spring of 2011 and, while the Northpoint project is generating cash flow, that cash flow is currently being used to retire outstanding construction loans on this project. The Big Lake and Point Trotter projects both began development in the spring of 2011 and are anticipated to begin to generate cash flow in the latter part of 2011. The Riverbend project is anticipated to begin development in 2011 and is anticipated to begin to generate cash flow in 2012. WDM has been retained by Walton and a third party to manage the development of the 141 acres of land owned by Walton, as well a further 150 acres of land owned by the third party that are adjacent to Walton's lands. The numbers above are with respect to the 141 acres owned by Walton. When the third partys lands are included, the total budgeted construction capital of the project is $84.6 million.

(2) (3)

(4)

(5)

The information set out in the table above is intended to allow prospective investors to evaluate the experience of WDM and WAM in managing other Walton Group horizontal development projects and to assess the reasonableness of the Corporations investment objectives, including the anticipated timeline of the Project. While the Walton Group engages in both pre-development and development real estate projects, the historical performance set out above summarizes the results of all (and only) horizontal development projects managed by the Walton Group as these are the only projects considered to be meaningful and representative for these purposes. Project timelines and returns from horizontal development real estate projects are subject to many factors, including (i) varying economic

8 environments, (ii) the applicable real estate market and, in particular, prices and trends therein, (iii) the business, operational and other costs actually incurred in connection with the development of a particular project, (iv) the prices at which serviced lots and parcels from a project can be sold, (v) the rate at which serviced lots and parcels from a project are purchased, (vi) the timing for obtaining development approvals, and (vii) the receipt of suitable construction financing for the development of the project on acceptable terms and on a timely basis. Performance compared to investment objectives may vary and this variance may be material. The information in the above table is historical and relates to other projects and is not intended to be, nor should it be construed as, an indication as to future value, success or returns in respect of the Units, the Properties or the Project. See "Cautionary Statements" and "Risk Factors". Edgemont Properties: The Edgemont Properties make up 198.8 acres of land located in the Southwest corner of the City of Edmonton, Alberta. Access is provided by 199th St. via Lessard Road, which intersects Anthony Henday Drive (Edmontons ring road) approximately one kilometre to the north of the property. The property is bounded to the south by the Wedgewood Ravine, which provides an attractive setting for a residential development and adds significant amenity value to the future community.

The Edgemont Properties are included in the Edgemont Neighbourhood Area Structure Plan ("NASP"), the bylaw for which passed first and second readings by Edmonton City Council on May 30, 2011. As well, the public hearing on this by-law was closed on May 30, 2011 which means that Edmonton City Council does not require any further public submissions on this matter. Third reading of the bylaw for the NASP is scheduled to be held June , 2011. WDM considers that, given the approval of the first and second readings, the third reading is largely administrative in nature and that third reading will be passed

9 at that time. The development plan includes primarily "Single Family" lots suitable for starter and moveup homes, "Low Density Residential" which can accommodate multi-family development, and an environmental reserve, natural areas, green space and parks. Under the plan, the Properties will be developed in four phases over an estimated six years as market conditions permit. In total, the Project is anticipated to consist of approximately 672 single family lots, 5.1 acres of multi-family development, and associated parks and natural areas. Specifically, Phase 1 of the Project is anticipated to consist of approximately 58.5 acres, and include approximately 196 single family lots and 2.1 acres of multi-family development. See "The Properties, Area and Investment Plan". Edgemont Investment Plan: In assessing the investment merits of the Edgemont Properties, certain assumptions have been made with respect to land use, revenue, costs and timing. While measures are taken to mitigate investment risk, there is a likelihood that the financial results may change if the assumptions outlined below prove to be incorrect. Investors should read this in conjunction with the risks which are further described in "Risk Factors" and the qualifications set out in "Cautionary Statements". Land Use Plan - The proposed land uses for the Properties are consistent with the NASP and it is anticipated that such proposed land uses will not change materially during the course of development of the Properties. See "The Properties, Area and Investment Plan Edgemont Investment Plan Land Use Plan". Project Revenues - It is anticipated that approximately 97% of the Projects revenues will be generated from the sale of single family housing lots. Each single family lot is sold to the homebuilders based on its width, calculated in front feet. In estimating the base per front foot sale price for the Edgemont Project, WAM considered the current selling price of single family home lots in competing developments in west and southwest Edmonton. The Project will compete with adjacent developers in starter and move up lots and will benefit from the amenity value created by the Wedgewood Ravine, parks and recreational space within the development. WAM has estimated the current sale price for single family lots to be $4,100 per front foot for lots not backing onto the ravine (non-amenity lots) and $5,000 per front foot for lots that do back onto the ravine (amenity lots). The table below illustrates current comparative lot pricing in the sectors of the City of Edmonton that WAM and WDM believe may directly compete with the Project. Competing Single Family Lot Pricing in West & Southwest Edmonton All amounts shown in $ per front foot West & Southwest Sectors** Edgemont*** Non-Amenity Lots $4,413 $4,100 Amenity Lots* $5,264 $5,000

* For the purposes of the analysis provided above, amenity lots are lots that back onto a ravine, a golf course or other green space. **Source: Consumer Strategies Group Inc. *** 75% of the lots in the Edgemont Properties are priced at $4,100 per front foot. The remaining 25% of the lots are priced at $5,000 per front foot due to the considerable amenity value of backing onto the Wedgewood Ravine. The weighted average price per front foot for the Edgemont Properties is $4,326. See "The Properties, Area and Investment Plan Edgemont Investment Plan Revenues". Development Costs - The composition, amount and timing of these costs have been estimated by WDM, who engages industry recognized land development consultants to provide supporting information for these estimates. In preparing the construction cost estimate for the Project, a 10% contingency amount was included to account for any unforeseen costs.

10 All construction and corporate costs will be funded on an ongoing basis out of the construction loans (including the Construction Loan) to be negotiated from time to time with a financial institution. WAM and WDM expect that the interest rate applicable to these loans will be the prevailing bank prime rate plus 1.5%, and that the prime rate will increase throughout the Project as indicated by the current yield curve. See "The Properties, Area and Investment Plan Edgemont Investment Plan Costs". Timing - Project timing and completion will be based on the rate at which single family lots, multifamily parcels and commercial sites are purchased by the market. This is referred to as the absorption rate, which is ultimately driven by economic strength, population growth and associated new home demand in the Edmonton area. Based on an annual lot servicing forecast of between 2,073 and 2,449 single family lots in the west and southwest over the next several years and an assumption that the Edgemont Project will capture approximately 6.1% - 7.2% of that number of lots, WDM and WAM estimate that the market will absorb all 672 single family lots anticipated in the Edgemont Project by the end of 2016. See "The Properties, Area and Investment Plan Edgemont Investment Plan Timing". Sensitivity Analysis The returns to the holders of the Debentures and Non-Voting Shares from the Edgemont Project will be driven primarily by the relationship among revenues, costs and the Projects duration. The table below illustrates the anticipated effect of these three variables on the return an investor could expect to ultimately realize.

Sensitivity of Net IRR to Deviations in Assumptions

Deviation from Impact to assumption Net IRR(1) Single Family Lot Sale Price Construction Costs Project Timing
Notes: (1) The impact to the rate of return is not linear and is intended only to show the sensitivity of the return within a narrow range of the assumptions discussed above. Net IRR is not a measure prescribed by generally accepted accounting principles and, accordingly, does not have any standardized meaning. Therefore, the Net IRR is unlikely to be comparable to similar measures presented by other issuers. WAM has determined that Net IRR is the most appropriate measure of the anticipated return on an irregular stream of payments. See "The Properties, Area and Investment Plan - Edgemont Investment Plan", "Cautionary Statement" and "Risk Factors". This is the anticipated increase in construction costs over and above the cost budget (including the 10% contingency amount) that would be necessary for the Project to only break-even with no increase in revenues. This one year delay scenario assumes that all Project cash flows are delayed by one full year from the current scheduled commencement date.

Deviation in assumption that leads to breakeven(1) -25.0 % +45.5 %(2) N/A

+/- 1.0 % +/- 1.0 % 1-year delay(3)

+/- 0.4% +/- 0.2 % - 1.6 %

(2) (3)

See "The Properties, Area and Investment Plan Edgemont Investment Plan", "Cautionary Statements" and "Risk Factors".

11 Use of Proceeds: The proceeds from the Offering and the other funds that will be available to the Corporation shortly after the Offering (other than from the Construction Loan), and how they will be used, are summarized in the following table. Prior to the Closing of the Offering, the Corporation will have no working capital.
Minimum Offering $ Available Funds: Gross Proceeds from Offering Agents Fee(1) Offering Costs(2) Net Proceeds from Offering Amounts to be paid by vendors under Subdivision and Property Purchase Agreements(3) Available Funds(4) Uses of Available Funds: Acquisition of Properties(5) Working Capital(6)
Notes: (1) (2) The Units will be offered for sale by the Agents. This figure represents the estimated legal, accounting, audit, printing, filing, transfer agent, and other costs and fees associated with this Offering (excluding the Agents Fees) and any Follow-on Private Placement, including the preparation of this prospectus and organizing the Corporation. WAM will pay for Offering Costs in excess of 1.5% of the Gross Proceeds without reimbursement. This is the aggregate of the amounts that will be payable by the vendors of the Properties under the Subdivision and Property Purchase Agreements to such parties that, on behalf of the Corporation, assist in, or arrange for, the financing of the purchase price of the Properties. See "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements". Also included in this amount would be the net proceeds raised from any private placement by the Corporation of Units (including any Follow-on Private Placement). See "Plan of Distribution". This figure represents the cash amount the Corporation will pay to acquire the applicable interests in the Properties. This figure represents the amount the Corporation will set aside for working capital purposes, including without limitation, paying (i) its ongoing administrative and operating expenses, including continuous disclosure costs, accounting, audit and legal expenses, investor communication costs, costs to maintain registrations and director fees until such time as cash flow from the sale of the Properties is available to fund these expenses on an ongoing basis, (ii) the Management Fee and its share of the Development Fee, (iii) the Corporations share of any PreDevelopment Amounts and Grading Costs referred to in "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements" and (iv) other construction costs of the Corporation relating to the development of the Properties prior to the time that the Construction Loan can be drawn on. The Corporation will use the Working Capital to fund, in full, the costs described in (iii) shortly after the acquisition of Edgemont Parcel C. The use of the remainder of the Working Capital will be contingent upon when the Construction Loan is entered into. Until such time, the Corporation will only use the remainder of the Working Capital to fund costs described in (i) and (ii) and will not incur any construction costs described in (iv). In the event that the Construction Loan is not entered into in the anticipated timeline, WAM anticipates that the remainder of the Working Capital will be adequate to fund the Corporations operations for a period of up to 60 months following Closing or until suitable construction financing is obtained, whichever is earlier. If the Construction Loan is entered into in accordance with the anticipated timeline, the Corporation will proceed to fund out of Working Capital the costs described in (iv), in addition to those described in (i) and (ii). WAM believes that the costs described in (ii) and (iv) can be funded from the remainder of the Working Capital for a period of up to three months following Closing (in the case of both the Minimum Offering and the Maximum Offering) prior to drawing down the Construction Loan to fund such costs on an ongoing basis. The Corporation anticipates that it will retain sufficient Working Capital to fund costs described in (i) above for a period of two years.

Maximum Offering $ 30,000,000 1,575,000 450,000 27,975,000 645,848 28,620,848 25,833,922 2,786,926

(3)

(4) (5) (6)

See "Use of Proceeds" and "Acquisition of the Properties by the Corporation Properties Acquisition". Co-Ownership with WLIA if Maximum Offering is not realized: As soon as practicable following the Closing, the Corporation will utilize any funds available from the Offering to acquire such percentage undivided interests in the Properties that it can acquire with those funds. If the Maximum Offering is raised at the Closing, then the Corporation will acquire 100% of the Properties. If the Minimum Offering only is raised, the Corporation will acquire a % undivided interest in Edgemont Parcel C only. If the aggregate amount raised is between the Minimum Offering

12 and the Maximum Offering, the Corporation will acquire a percentage interest in the Properties based on the amount raised. The Corporation intends to first acquire an undivided interest in Edgemont Parcel C. Once it has acquired a 100% undivided interest in Edgemont Parcel C, it will then acquire equal undivided interests in each of Edgemont Parcel A and Edgemont Parcel B until it has acquired a 100% undivided interest in each of those parcels. If the Corporation acquires less than a 100% interest in a Property, WLIA will acquire the balance of the undivided interest in that Property, and the applicable Co-Ownership Agreement between WLIA and the Corporation will set out their respective rights and obligations as owners of that Property. If the amount raised is less than the Maximum Offering, the Corporation may, prior to the acquisition of any interest in the Properties or after the acquisition of an interest in Edgemont Parcel C, raise further funds pursuant to the Follow-on Private Placement to allow it to increase the percentage undivided interests that it can acquire of the Properties or of the remainder of the Properties, as the case may be. Thereafter, the Corporation may, but is not obligated to, undertake or continue, as the case may be, the Follow-on Private Placement to raise further funds which it will use to acquire further percentage undivided interests in those Properties from WLIA until such time as the Corporation owns 100% of those Properties or March 31, 2012, whichever is earlier. See "Acquisition of the Properties by the Corporation Properties Acquisition", "Acquisition of the Properties by the Corporation The Co-Ownership Agreements" and "Plan of Distribution". Construction Loan: The Corporation proposes to enter into a Construction Loan with an arms length financial institution pursuant to which the financial institution will provide financing to be used by the Corporation for the costs of development of Phase 1, as well as certain other costs. The amounts outstanding under the Construction Loan from time to time will be paid down with the cash flow from the development and sale of serviced lots and parcels from Phase 1. It is anticipated that the Construction Loan will be secured by security interests, mortgages and other charges on the assets of the Corporation, including the Properties. It is anticipated that the Construction Loan will, unless determined otherwise by the lender in its sole discretion, place restrictions on the Corporation's ability to make any payments on the Debentures and Non-Voting Shares until the Construction Loan has been repaid in full. Further construction loans will be required to fund the costs of the development of the other phases in the Project. See "Acquisition of the Properties by the Corporation The Construction Loan". The following summary lists the anticipated fees that the Corporation will pay. The fees payable to WAM under the Management Services Agreement and to WDM under the Project Management Agreement may be significant. Type of Fee Fees payable to the Agents: Description and Amount The Corporation will pay the Agents' Fee equal to 5.25% of the Gross Proceeds, which will be paid out of the Gross Proceeds. The Corporation will pay similar fees in connection with any Follow-on Private Placement. In connection with any Follow-on Private Placement, the Corporation will also pay to the Co-Lead Agents a work fee equal to 1% of the gross proceeds thereof. See "Plan of Distribution". WAM will receive from the Corporation the Management Fee under the Management Services Agreement for providing management and administrative services to the Corporation (plus applicable taxes). This fee will consist of:

Summary of Fees:

Management Fee:

13 (i) until the earlier of the date of termination of the Management Services Agreement and June 30, 2016, an amount equal to 2% annually of the aggregate of the Net Proceeds raised from this Offering, the net proceeds raised from any private placement by the Corporation of Units and the aggregate issue price of the Units to be issued by the Corporation to Walton in exchange for its undivided interests in the Properties, payable quarterly; (ii) from June 30, 2016 until the date of the termination of the Management Services Agreement, an amount equal to 2.0% annually of the book value of the Properties calculated and payable quarterly based on the balance sheet of the Corporation at the end of the applicable previous calendar quarter; plus (iii) an amount, calculated semi-annually and paid as soon as practicable after the end of each calendar semi-annual period, equal to the Servicing Fee for that calendar semi-annual period. WAM will then pay registered dealers whose clients hold Unit Sets the Servicing Fee equal to 0.50% annually of the Net Proceeds for each Unit held by clients of such registered dealers, plus applicable taxes, calculated from the date of the applicable closing and calculated semi-annually based on the client list as at the applicable semi-annual end date and paid as soon as practical after that date, commencing on December 31, 2011 and continuing until the earlier of the date of dissolution of the Corporation and June 30, 2016. Development Fee: WDM will receive from the Corporation and WLIA, if applicable, the Development Fee under the Project Management Agreement for undertaking the management of the development of the Properties. This fee will be payable quarterly and will be equal to 2.0% of the gross hard costs directly related to the development, construction, financing and marketing of the Project during that quarter which have been approved, or provided in a budget approved, pursuant to the Project Management Agreement (plus applicable taxes). These costs will include, without limitation but without duplication, the gross costs related to onsite or offsite earthworks, deep utilities, surface improvements, storm water management facilities, sanitary lift stations and holding tanks, tile beds, water reservoirs, shallow utilities (including street lights, hydro, gas, telephone and television), landscaping, community features and amenities and development charges and assessments. Pursuant to the Project Management Agreement, WDM shall be entitled to a performance fee calculated as follows: once the holder of a Unit has received aggregate cash payments or distributions on that Unit of $10.00 plus a cumulative compounded priority return of 8% per annum calculated on that $10.00 amount (as reduced from time to time by any cash payments or distributions by the Corporation on that Unit (whether interest or principal payments on the Offering Debentures or dividends or other distributions on the Non-Voting Share)) (the "Priority Return") calculated from the Closing of the Offering, then WDM shall be entitled to a fee equal to 25% of all payments or distributions made thereafter on that Unit. The Priority Return is not a guarantee of a return of any amount on the investment in the Debentures and Non-Voting Shares. See "Acquisition of the Properties by the Corporation The Project Management Agreement", "Acquisition of the Properties by the Corporation The Management Services Agreement" and "Plan of Distribution".

Priority Return and Performance Fee:

14 Requirement of Proportionate Transfer of Debentures and NonVoting Shares The Corporations objective of a Net IRR of 13.5% on the $10.00 offering price of a Unit in this Offering is based on, among other things, the purchaser of a Unit hereunder continuing to hold the Non-Voting Share and Offering Debentures comprised in that Unit until the completion of the Project. As a result, the Offering Debentures or Interest Debentures or Non-Voting Shares (including Non-Voting Shares and Offering Debentures held on behalf of the holders through trustees or agents or through the CDS book based system) (the Initial Selling Securities) shall not be sold or transferred by the holder thereof, in whole or in part, unless the holder also concurrently sells or transfers to the same person the same proportionate principal amount or number of the other of the Offering Debentures, Interest Debentures and Non-Voting Shares held by the holder on the date of transfer as the principal amount or number of the Initial Selling Securities being sold bears to the total principal amount or number of the Offering Debentures, Interest Debentures or Non-Voting Shares, as the case may be, held by the holder at that time. Under the terms of the Indenture, each holder of Debentures, by his acceptance of the Debentures, agrees to, and is bound by, the transfer provisions referred to above. See "Description of the Securities Distributed The Debentures Requirement of Proportionate Transfer of Debentures and Non-Voting Shares". WAM is the Promoter and manager of the Corporation and is, or may in the future become, a promoter and manager of other Walton Group development projects, including adjacent to, or in the same region as, the Properties and its economic interest in these properties may be greater than its economic interest in the Properties. WDM will manage the development of the Properties and is, or may in the future, manage the development of, or manage the concept planning for, other Walton Group properties, including adjacent to, or in the same region as, the Properties and its economic interest in these properties may be greater than its economic interest in the Properties. Other conflicts of interest involving the directors and officers of the Corporation and other entities affiliated with the Corporation will exist. See "Description of the Securities Distributed Conflicts of Interest", "Directors and Executive Officers Potential Conflicts of Interest" and "Risk Factors Conflicts of Interest". The Units are speculative in nature. Before purchasing Units, potential investors should consider the following and other risk factors, which are described in greater detail under "Risk Factors": Risks Related to the Units and the Corporation An investment in the Offering Debentures and Non-Voting Shares is highly speculative There is no market for Offering Debentures, Interest Debentures or Non-Voting Shares The Offering Debentures, Interest Debentures and Non-Voting Shares are not redeemable A holder of Non-Voting Shares or Debentures will have no voting rights in the Corporation and have no right to elect directors of the Corporation. Annual meetings of holders of NonVoting Shares or Debentures will not be held. There is no guarantee against loss The Corporation has no operating history and has limited assets The board of directors has the discretion to determine the form of payment of Cash Distributions Investors must rely on the management of WAM and WDM Affiliates of, or other parties connected to, WAM and WDM may constitute the largest holders of Debentures and Non-Voting Shares of the Corporation Builders may default under their obligations to the Corporation If the Closing of the Offering has occurred but the purchase of the Properties by the Corporation does not close, the Corporation will be wound up and the holders of the Offering Debentures and the Non-Voting Shares will receive back less than the purchase price thereof There are a number of conflicts of interest pertaining to the Corporation, including between the Corporation and the parties that will provide services to it The historical performance of other Walton development projects are not an indication as to future success of the Project

Conflicts of Interest:

Risk Factors:

15 Material agreements are among related parties The Debentures and the Non-Voting Shares are not insured Changes in income tax laws, or the interpretation and application thereof, could adversely affect the taxation of the Corporation or the distributions received by the holders of NonVoting Shares and Debentures Withholding obligations may result in the Corporation withholding amounts from payments under the Debentures or Non-Voting Shares or paying such amounts from its own resources and deducting them from future payments under the Debentures and Non-Voting Shares, with interest The Properties, when acquired, will be the only material assets of the Corporation Real estate investments are subject to a number of general risks The assumptions made in connection with assessing the investment merits of the Corporation may prove to be incorrect, including with respect to revenues, development costs and timing Real estate investments are not liquid Regulatory approvals for development, including re-zoning and subdivision approvals in respect of each phase of the Properties, may not be obtained on a timely basis, if at all Any required easement, cost sharing or other similar agreements with neighbouring land owners required for the development of the Properties may not be obtained on a timely basis, if at all Liabilities, including environmental liabilities, may be present on the Properties or may arise in connection with the development of the Properties The Corporation will have a substantial amount of debt, and the indebtedness under the Debentures will be subordinate to the Senior Indebtedness Loans required to fund costs of development of the Properties may not be available The Properties will be purchased by the Corporation on an "as is, where is" basis The Subdivision and Property Purchase Agreements restrict the claims and amount of damages available to the Corporation against the current owners of the Properties Changes in legislation or regulatory requirements may materially and negatively affect development of the Properties The Corporation's ability to deal with the Properties may be subject to the consent of WLIA Security will be registered against the Properties There may be uninsured losses on the Properties The Properties are subject to farm leases. There may be delays relating to obtaining vacant possession of the Properties The Properties, or portions thereof, may be unsuitable for profitable and timely development

Risks Related to Real Estate and the Properties Tax Consequences:

There are important Canadian tax considerations relating to the Debentures and the Non-Voting Shares. While the prospectus contains a general description of certain of the tax consequences, it is provided for information purposes only and does not purport to be a complete analysis or discussion of all potential tax considerations that may be relevant to the acquisition of Debentures and the NonVoting Shares. In particular, the prospectus does not contain a discussion of provincial or foreign tax considerations related to the acquisition of Debentures and the Non-Voting Shares. Prospective purchasers should seek independent professional advice based upon their own particular circumstances. See "Certain Canadian Federal Income Tax Consequences" and "Risk Factors Tax Aspects".

16 GLOSSARY OF TERMS In this prospectus (including its face pages, summary and schedules), unless the context otherwise requires, the following words and terms have the indicated meanings and grammatical variations of such words and terms have corresponding meanings: "1271262" means 1271262 Alberta Ltd., an Alberta corporation; "ABCA" means the Business Corporations Act (Alberta) and the regulations thereunder, as amended and supplemented from time to time; "Acceleration Date" has the meaning provided for under "Description of the Securities Distributed The Debentures Maturity Date of Debentures, Extension of Maturity Date and Acceleration of Payment of Debentures"; "affiliate" or "associate" means a person who is affiliated or associated with the person who is the object of the description for the purposes of the Securities Act (Alberta); "Agency Agreement" means the agency agreement dated , 2011 among the Corporation, WAM, WDM and the Agents with respect to the Offering; "Agents" means, collectively, CIBC World Markets Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc., GMP Securities L.P., Canaccord Genuity Corp., HSBC Securities (Canada) Inc., Laurentian Bank Securities Inc., Macquarie Capital Markets Canada Ltd., Raymond James Ltd., Desjardins Securities Inc., Burgeonvest Bick Securities Limited and Mackie Research Capital Corporation, acting in their capacity as agents pursuant to the Agency Agreement; "Agents Fees" means the fee to be paid by the Corporation to the Agents pursuant to the Agency Agreement, in an amount equal to 5.25% of the purchase price for each Unit sold to an investor; "Assignment Option Agreements" means those agreements dated , 2011 among the Corporation, WLIA and 1271262, pursuant to which the Corporation and WLIA have the exclusive right at their option to (i) require 1271262 to assign to the Corporation and, if applicable, WLIA, 1271262's interests in the Subdivision and Property Purchase Agreements, including its rights under those agreements to acquire the Properties under the terms thereof, and (ii) assume the obligations of 1271262 under the Subdivision and Property Purchase Agreements; "Auditors" means such firm of chartered accountants as may be appointed by the Corporation from time to time as auditor for the Corporation; "Authorized Investments" means (i) short-term debt obligations of, or guaranteed by, the Government of Canada or a province of Canada, (ii) short-term commercial paper obligations of an entity whose shortterm commercial paper is rated R-1 (or higher) by Dominion Bond Rating Service Limited or A-1 (or higher) by Standard & Poors rating services, (iii) short-term interest-bearing accounts and certificates of deposit issued or guaranteed by a Schedule I or Schedule II Canadian chartered bank, or (iv) any combination of the foregoing; "Available Funds" means, at any time, such amounts as are indicated as "Available Funds" in the table under "Use of Proceeds" (including note 4 thereto); "Book Value of the Properties" means, for a fiscal quarter of the Corporation, the book value of the Properties as shown on the balance sheet of the Corporation at the end of such fiscal quarter; "Cash Distributions" for any outstanding Unit Set from time to time, means the aggregate amount of all distributions by the Corporation that have been made on that Unit Set on and prior to such time (including

17 the interest and principal payments on the Debentures and dividends and other distributions on the NonVoting Shares); "CDS" means CDS Clearing and Depository Services Inc.; "Class A Shareholder" means the holder of the Class A Voting Shares; "Class A Voting Shares" means the class A voting common shares in the capital of the Corporation; "Closing" means the closing of the Offering; "Closing Date" means the date of the Closing; "Co-Lead Agents" means CIBC World Markets Inc. and BMO Nesbitt Burns Inc.; "Construction Loan" means the loan facility proposed to be provided by an arms length financial institution to the Corporation and, if applicable, WLIA. This facility will be used to finance certain costs for the development of Phase 1 and will be secured against the assets of the Corporation and, if applicable, WLIA, including their respective interests in the Properties; "Co-Owners" means, at any time subsequent to the acquisition of a Property by the Corporation and, if applicable, WLIA, the parties that own undivided interests in that Property at that time. In the event that, at any such time, the Corporation is the only owner of a Property, "Co-Owners" shall mean, with respect to that Property, the Corporation only; "Co-Ownership Agreements" means the agreements dated , 2011 between the Corporation and WLIA, which will govern, if the Maximum Offering is not raised, the relationship of those parties as Co-Owners of those Properties in which a 100% undivided interest has not been acquired by the Corporation; "Corporation" means Walton Edgemont Development Corporation; "Current Market Price per Non-Voting Share" means, as at a particular date, the fair market value of a Non-Voting Share as at that date as determined by the board of directors of the Corporation in their sole discretion; "Debenture Interest Payment Election" has the meaning provided for under "Description of the Securities Distributed The Debentures Right to Pay Interest by way of Non-Voting Shares or Evidence Obligation to Pay Interest by way of Interest Debentures"; "Debentureholders" means the holders of Debentures; "Debentures" means the Offering Debentures and the Interest Debentures, or, if the context requires, either of them; "Deferred Plan" means a trust governed by a registered retirement savings plan ("RRSP") (including a locked-in retirement account or a locked-in retirement savings plan which qualifies as an RRSP), a registered retirement income fund ("RRIF") (including a life income fund or a locked-in retirement income fund which qualifies as an RRIF), a registered education savings plan ("RESP"), a deferred profit sharing plan, a registered disability savings plan or a TFSA, all within the meaning of the Tax Act; "development" means, in relationship to the development of the Properties by the Corporation, any and all activities relating to the development of the Properties including, without limitation, the following activities: obtaining development, land use, subdivision and all other approvals; implementing physical works to the Properties; design and servicing coordination related to all underground and surface improvements both onsite and offsite to the Properties, including any related gas, water, sewer, electrical,

18 television and telephone servicing, and any improvements to existing or proposed reserves; arranging, administering and operating community or residents associations; arranging, administering and entering into construction contracts; arranging, administering, and entering into agreements for financing; obtaining all necessary permits, approvals and licenses from public or private governing agencies; obtaining insurance; arranging advertising, promotion, and marketing for the sale of the Properties or portions of the Properties; negotiating and administering sales and marketing contracts and lease agreements with builders, tenants and other buyers; negotiating and entering into professional services agreements with consulting, legal, marketing and accounting professionals and auditors, appraisers, and others as may be required; negotiating and entering into development agreements with the City of Edmonton and paying required development assessments and levies; reviewing tax assessments, and paying property taxes; preparing, keeping and reporting budgets, proformas and schedules; negotiating and entering into agreements with adjacent landowners regarding boundary conditions, servicing arrangements, and transportation related matters; and requesting, appearing and making representations to tribunals and appeal bodies as may be required; and "develop", "developed" and "developing" have a corresponding meaning; "Development Fee" means the development fee to be paid by the Corporation to WDM pursuant to the Project Management Agreement. See "Acquisition of the Properties by the Corporation The Project Management Agreement"; "Directors" means the directors of the Corporation; "Edgemont Parcel A" means the property constituting approximately 70.47 acres of land located in Edmonton, Alberta and, where the context requires, the interest in that property that is acquired by the Corporation; "Edgemont Parcel B" means the property constituting approximately 11.29 acres of land located in Edmonton, Alberta and, where the context requires, the interest in that property that is acquired by the Corporation; "Edgemont Parcel C" means the property constituting approximately 117.03 acres of land located in Edmonton, Alberta and, where the context requires, the interest in that property that is acquired by the Corporation; "Edgemont Project" or "Project" means the project to develop the Edgemont Properties; "Edgemont Properties" or "Properties" means Edgemont Parcel A, Edgemont Parcel B and Edgemont Parcel C and, where the context requires, the interests in the Properties that are acquired by the Corporation; "Extraordinary Resolution" means a resolution proposed to be passed as an Extraordinary Resolution at a meeting of Debentureholders duly convened for the purpose and held in accordance with the provisions of the Indenture at which a quorum is present and the resolution is passed by the favourable votes of the holders of not less than 66 2/3% of the principal amount of the Debentures present or represented by proxy at the meeting; "Event of Default" means (a) failure to pay the interest on the Debentures when due; (b) failure to pay the principal amount on the Debentures when due; (c) certain events of bankruptcy, insolvency, wind-up or reorganization of the Corporation as described in the Indenture; or (d) default in the observance or performance of any material covenant or condition of the Corporation under the Indenture and the continuance of such default for a period of 30 days after notice in writing has been given by the Trustee to the Corporation specifying such default and requiring the Corporation to remedy such default; "Follow-on Private Placement" means, in the event that the Maximum Offering is not raised under the Offering, any private placement sale and distribution by the Corporation of Units under applicable

19 exemptions from the general prospectus requirements that may, subject to applicable laws, be arranged for by the Corporation thereafter; "Grading Costs" has the meaning given to it in the section entitled "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements"; "Gross Proceeds" means, at any time, the aggregate gross proceeds raised pursuant to this Offering; "Hard Development Costs" means the gross hard costs directly related to the development, construction and marketing of the Project which have been approved, or provided in a budget approved, pursuant to the Project Management Agreement, including, without limitation but without duplication, the gross costs related to the Project of such items as onsite or offsite earthworks, deep utilities, surface improvements, storm water management facilities, bioremediation facilities, sanitary lift stations and holding tanks, tile beds, water reservoirs, watermains and lot services, shallow utilities (including street lights, hydro, gas, telephone and television), landscaping, community features and amenities, fencing and entry features and development charges and assessments and boundary costs, city fees, city levies (including arterial roadway assessments and participating area contributions and registration fees) and fees and costs paid to third parties hired to provide services in respect of the above; "Indenture" means the Trust Indenture dated , 2011 between the Corporation and the Trustee governing the Debentures, as amended from time to time; "Interborder" means Interborder Holdings Ltd., an Alberta corporation and an affiliate of the Corporation, WAM and WDM; "Interest Debentures" means the 8% unsecured, subordinated, convertible, extendable debentures of the Corporation issuable pursuant to the Indenture as evidence of the Corporations obligation to pay any interest under the Debentures; "Interest Determination Date" means the 30th day of June in each calendar year; "Interest Payment Deadline Date" means, with respect to a particular Interest Determination Date, the 30th day of September of that calendar year; "Management Fee" means the management fee to be paid by the Corporation to WAM pursuant to the Management Services Agreement. See "Acquisition of the Properties by the Corporation The Management Services Agreement"; "Management Services Agreement" means the agreement dated , 2011 between the Corporation and WAM pursuant to which WAM will provide management and administrative services to the Corporation; "Maturity Date" means the time and date upon which the Debentures will mature and be repaid by the Corporation, being 4:00 p.m. (Calgary time) on December 31, 2016, unless the Corporation or the Debentureholders extend the Maturity Date in accordance with the Indenture, in which case "Maturity Date" shall mean 4:00 p.m. (Calgary time) on such date selected by the Corporation or the Debentureholders, as the case may be, but in any event, not later than December 31, 2018; "Maximum Offering" means the maximum Offering hereunder of 3,000,000 Units for Gross Proceeds of $30,000,000; "Minimum Offering" means the minimum Offering hereunder of Units for Gross Proceeds of $; "NASP" means the Edgemont Neighbourhood Area Structure Plan; "Net IRR" means the internal rate of return, which is calculated by WAM for Walton Group entities

20 based on actual and projected cash payments received or receivable by an investor on its investment in that entity and actual cash amounts paid by such investor for its investment in that entity. Cash payments received by an investor are net of all costs and expenses of the Corporation, including any fees paid to WAM and WDM; "Net Proceeds" means, at any time, the Gross Proceeds less the Agents Fees and the Offering Costs; "Non-Voting Shares" means the Class B non-voting common shares in the capital of the Corporation; "Offering" means the offering of the Units described in this prospectus or in any amendment of this prospectus; "Offering Costs" means legal, accounting, audit, printing, filing, transfer agent, and other costs and fees associated with the Offering (excluding the Agents Fees) and any Follow-on Private Placement, including the preparation of the prospectus and forming the Corporation; "Offering Debentures" means the 8%, unsecured, subordinated, convertible, extendable debentures of the Corporation issued pursuant to the Indenture; "Performance Fee" means the performance fee to be paid by the Corporation to WDM pursuant to the Project Management Agreement. See "Acquisition of the Properties by the Corporation The Project Management Agreement"; "Phase 1" means the first phase of the development of the Project, which is anticipated to consist of approximately 58.5 acres and include approximately 196 single family lots with approximately 6,965 total front feet and 2.1 acres of multi-family development; "Pre-Development Amounts" has the meaning given to it in the section entitled "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements"; "Priority Return" has the meaning provided to that term in this prospectus under "Summary of Prospectus Summary of Fees Priority Return and Performance Fee"; "Project" means the management, maintenance, approval, development, rezoning, subdivision, construction, servicing and sales relating to the Properties (or any phase thereof); "Project Management Agreement" means the agreement dated , 2011 between WDM and the Corporation and, if applicable, WLIA, whereunder WDM will provide services with respect to the management of the development of the Properties; "Promoter" means WAM; "Registrar and Transfer Agent" means the registrar and transfer agent for the Non-Voting Shares and the Debentures from time to time; "RRSP/RRIF Proposals" means certain proposed amendments to the Tax Act released on March 22, 2011; "Share Repayment Right" has the meaning provided for under "Description of the Securities Distributed The Debentures Right to Repay Principal Amount and Interest on Maturity or Acceleration with NonVoting Shares"; "Senior Indebtedness" means the principal of, and premium, if any, and interest on, and any other amounts in respect of, all indebtedness of the Corporation (whether outstanding as at the date of the Indenture or hereafter incurred, and including, without limitation, any indebtedness under the

21 Construction Loan or other loan facilities to fund the development of the Properties and indebtedness to trade creditors of the Corporation), other than indebtedness evidenced by the Debentures, and all other existing and future indebtedness or other instruments of the Corporation which, by the terms of the instrument creating or evidencing the indebtedness, is expressed to rank pari passu with, or subordinate in right of payment to, the Debentures; "Servicing Fee" means the servicing fee that will be paid by WAM, as manager under the Management Services Agreement, to registered dealers whose clients hold Unit Sets, equal to 0.50% annually of the Net Proceeds for each Unit sold under the Offering or any Follow-on Private Placement and held by clients of such registered dealers, plus applicable taxes, calculated from the date of the applicable closing and calculated semi-annually based on the client list as at the applicable semi-annual end date and paid as soon as practical after that date, commencing on December 31, 2011 and continuing until the earlier of the date of dissolution of the Corporation and June 30, 2016; "Share Conversion Right" has the meaning provided for under "Description of the Securities Distributed The Debentures Right to Convert Principal Amount and/or Interest into Non-Voting Shares"; "Share Interest Payment Election" has the meaning provided for under "Description of the Securities Distributed The Debentures Right to Pay Interest by way of Interest Debentures or Non-Voting Shares"; "Sub-Agent" means a sub-agent designated by the Agents pursuant to the Agency Agreement that is a qualified investment dealer or broker in each jurisdiction in which it may act in connection with the sale of the Units; "Subdivision and Property Purchase Agreements" means the Subdivision Development and Sale Agreements between 1271262 and Walton (in its capacity as one of the registered owners of the Properties and as agent for all of the other registered owners of the Properties) dated for reference December 15, 2010 and which are to be assigned by 1271262 to the Corporation and, if applicable, WLIA pursuant to the Assignment Option Agreements, which Subdivision and Property Purchase Agreements will set out the terms and conditions by which, among other things, the Corporation and, if applicable, WLIA will acquire the Properties; "Subscriber" means a subscriber of the Units under this Offering; "Tax Act" means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended and supplemented from time to time; "TFSA" means a trust governed by a tax-free savings account, within the meaning of the Tax Act; "Trustee" means Valiant Trust Company; "Unit" means units issued by the Corporation, including the units issued pursuant to this prospectus, comprised of $7.50 principal amount of Offering Debentures and one Non-Voting Share at a price of $2.50 per share; "Unit Set" means the Offering Debentures and Non-Voting Share which comprise one Unit issued by the Corporation, whether under this Offering, any Follow-On Private Placement or to Walton pursuant to the Walton Contribution Agreements; "Walton" means Walton International Group Inc., an Alberta corporation, and an affiliate of the Corporation, WAM and WDM; "Walton Contribution Agreements" means the agreements dated , 2011 pursuant to which Walton will transfer its percentage undivided interests in the Properties to the Corporation in return for the issuance by

22 the Corporation of Units to Walton; "Walton Global" means Walton Global Investments Ltd., an Alberta corporation, and an affiliate of the Corporation, WAM and WDM; "Walton Group" means the Walton Group of entities, which consists of entities that are affiliated or related to Walton and WAM and includes, among other entities, WDM, Walton, WLIA, Walton Global, WCMI and the Corporation; "WAM" means Walton Asset Management L.P., an Alberta limited partnership, and an affiliate of the Corporation and WDM, which is the manager and the Promoter of the Corporation; "WCMI" means Walton Capital Management Inc., an Ontario corporation, and an affiliate of the Corporation, WAM and WDM; "WDM" means Walton Development and Management L.P., an Alberta limited partnership, and an affiliate of the Corporation and WAM and which will manage the development of the Properties under the terms of the Project Management Agreement; "WLIA" means Walton Land Interest Acquisition Ltd., an Alberta corporation, and an affiliate of the Corporation, WAM and WDM; "WLIA/Corporation Option Agreements" means the agreements dated , 2011 between the Corporation and WLIA, pursuant to which the Corporation will have the exclusive right at its option to require WLIA to transfer to it further percentage undivided interests in the Properties with the proceeds that the Corporation raises from any Follow-on Private Placement after the time that the Corporation and WLIA acquire the Properties; and "Working Capital" means the amount the Corporation will set aside out of the Net Proceeds of the Offering as well as from the proceeds from any Follow-on Private Placement for working capital purposes, including without limitation, paying (i) its ongoing administrative and operating expenses, including continuous disclosure costs, accounting, audit and legal expenses, investor communication costs, costs to maintain registrations and director fees until such time as cash flow from the sale of the Properties is available to fund these expenses on an ongoing basis, (ii) the Management Fee and its share of the Development Fee, (iii) the Corporations share of Pre-Development Amounts and Grading Costs referred to in "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements" and (iv) other construction costs of the Corporation relating to the development of the Properties prior to the time that the Construction Loan can be drawn on.

23 STRUCTURE Name, Address and Formation The Corporation was incorporated pursuant to the ABCA on May 5, 2011. The Corporations directors are Jon N. Hagan, Clifford H. Fryers and David G. Mallory, and its officers are William K. Doherty, President and Chief Executive Officer, D. Blair Nixon, Q.C., F.C.A., Chief Financial Officer, and Leslie A. Fryers, Q.C., Corporate Secretary. Information regarding the Directors and officers principal occupations and security holdings can be found under the heading "Directors and Executive Officers". The address for service of the Corporation, and the location of its head office, registered office and records office is 23rd Floor, 605-5th Avenue S.W., Calgary, Alberta T2P 3H5. Intercorporate Relationships The following diagram sets out the relationship among the Corporation, WAM and WDM.

Investors

(1)

1389211 Alberta Ltd. (3) (Alberta) Shares Notes Class A Voting Shares Shares Notes

Walton International Group Inc.(1) (Alberta)

Walton Asset Management L.P.(3) (Alberta)

Management Services Agreement

Walton Edgemont Development Corporation (Alberta)

Walton Land Interest Acquisition Ltd.(2) (Alberta) Undivided Interest Undivided Interest

Walton Development and Management L.P.(3) (Alberta)

Project Management Agreement

Properties (2)

Notes: (1) Walton, a company in the Walton Group and an affiliate of the Corporation, WAM, WDM and WLIA, will acquire not less than 5% of the Non-Voting Shares and the Debentures of the Corporation in connection with the Offering. It will do this by (a) transferring, at the time of the acquisition by the Corporation of the Properties, its interests in the Properties for a price of $1,123,024 payable by the issuance by the Corporation to Walton of 118,525 Units at a price of $9.475 per Unit (being the $10.00 price of a Unit under the Offering less the fee payable to the Agents under the Offering for each Unit sold under the Offering), such aggregate number of Units comprised of (i) 118,525 Non-Voting Shares at a price of $2.50 per share, and (ii) $888,937.50 principal amount of Debentures at a discounted price of $826,711.88, and (b) acquiring, if necessary, either itself or through an affiliated entity, further Units at a price of $10.00 per Unit so that it and such entity hold not less than 5% of the outstanding Non-Voting Shares and not less than 5% of the outstanding principal amount of the Debentures upon completion of the Offering and the acquisition of the Properties by the Corporation. See "Acquisition of the Properties by the Corporation Properties Acquisition" and "Principal Securityholders".

24
(2) If the Maximum Offering is not realized, WLIA, a company in the Walton Group and an affiliate of the Corporation, WAM, WDM and Walton, will acquire the remainder of the interests in those Properties in which the Corporation acquires an interest that is less than 100%. In this event, the Co-Ownership Agreements between WLIA and the Corporation in relation to those Properties will set out the respective rights and obligations of the Corporation and WLIA as owners of those Properties. See "Acquisition of the Properties by the Corporation Properties Acquisition" and "Acquisition of the Properties by the Corporation The Co-Ownership Agreements". WAM, an entity in the Walton Group and an affiliate of the Corporation, WDM, WLIA and Walton, will manage the Corporation pursuant to the terms of the Management Services Agreement and will receive fees for doing so. See "Acquisition of the Properties by the Corporation The Management Services Agreement". WDM, an entity in the Walton Group and an affiliate of the Corporation, WAM, WLIA and Walton, will manage the development of the Project and will receive fees for doing so. See "Acquisition of the Properties by the Corporation The Project Management Agreement". 1389211 Alberta Ltd. holds all of the Class A Voting Shares of the Corporation. All of the shares of 1389211 Alberta Ltd. are owned by Walton Global, which is owned by Interborder. All of the securities of Interborder are owned directly or indirectly by, or for the benefit of, the Doherty family.

(3)

DESCRIPTION OF THE WALTON GROUPS DEVELOPMENT BUSINESS General Development Since Inception The Corporation was incorporated on May 5, 2011 for the purposes of this Offering and has not carried on any active business since inception. Investment Rationale The Corporation has been established to provide purchasers with the unique opportunity to participate in the returns available on the development of the approximately 198.8 acre Edgemont Properties located in Edmonton, Alberta. WAM, the manager of the Corporation, believes that the Properties are strategically located and that investors can benefit from this development opportunity. WAM further believes that WDM, which will manage this project, is best qualified, because of the past involvement of a number of its personnel in managing the concept planning and entitlement process for the Properties, to develop the Properties on a timely and cost effective basis. Investment Objectives The Corporation's investment objectives are to: (a) preserve the capital investment of the purchasers in the Units; (b) make annual Cash Distributions on the Units (comprised of payments of interest and/or principal on the Offering Debentures and/or dividends or other distributions on the Non-Voting Shares) beginning in September 2012 until the completion of the Project, which is anticipated to be in December of 2016; and (c) achieve a Net IRR of 13.5% on the $10.00 purchase price of the Units under this Offering from the Cash Distributions referred to in (b) above. There is no guarantee of a return on this investment. See "The Properties, Area and Investment Plan Edgemont Investment Plan", "Cautionary Statements" and "Risk Factors". Walton Group of Entities In business for 30 years, the Walton Group currently manages approximately $2.8 billion of predevelopment and development assets comprised of just over 60,000 acres of land, on behalf of investors around the world, including primarily in North America, Europe and Asia and for the Walton Group. Headquartered in Calgary, the Walton Group has approximately 870 employees located in Canada, the United States, Hong Kong, Singapore, Malaysia and Germany. The Walton Group is currently planning to undertake over $2.0 billion of development projects over the next six years.

25 Walton Development and Management L.P. Development of the Edgemont Project will be managed by WDM whose team is comprised of 39 real estate development professionals bringing over 430 years of combined experience in engineering, land development, land planning, project management, finance, marketing and municipal affairs. The WDM team is led by (i) its President, John Plastiras, who has 29 years of industry experience and was formerly Vice-President and Corporate Practice Area Leader, Planning and Landscape Architecture for Stantec Consulting Ltd., and (ii) its Chief Operating Officer, Claudio Palumbo, who has 24 years of industry experience and was formerly the Vice-President and Regional Practice Area Leader for Urban Land Engineering with Stantec Consulting Ltd. and was responsible for expanding services in Western Canada and was involved in more than 40 community developments. The WDM team has managed, or is currently managing, seven Walton Group horizontal development projects in Alberta and Ontario with total incurred and/or budgeted construction costs of approximately $799.2 million. Collectively, these projects have planned capacity for over 7,000 single family homes, 9,200 multi-family units, 9.2 acres of commercial uses and 657 acres of industrial/employment uses. In addition, WDM and its US affiliate are managing the entitlement process for 68 master planned communities in North America. Five of these projects were managed or are being managed on behalf of over 3,600 retail investors, the sixth and largest (the Northpoint project) is being managed on behalf of an institutionally led group of Canadian investors and lenders, including a major Canadian life insurance company and a major Canadian provincial pension fund, and the seventh is being managed on behalf of Walton and a third party landowner. Walton Asset Management L.P. WAM will manage the Corporation pursuant to the terms of the Management Services Agreement. Currently, the personnel in WAM administer three other Alberta Walton Group entities that are currently undertaking horizontal development projects: McConachie Development Limited Partnership, Brant County Riverbend Development LP and Walton Big Lake Development L.P. The Real Estate Life Cycle The stages of the real estate life cycle are illustrated in the graphic below, showing the progression over time from undeveloped land to developed real estate.

WAM believes that most investment capital in the real estate industry is directed towards Developed Real Estate (Stage 5), where participants typically include real estate investment trusts (REITs) and

26 management companies. Within this real estate life cycle, the Walton Group offers two distinct investment opportunities: (1) Investment structures that acquire strategically located pre-development land. Upon acquisition, the Walton Group manages the property through the re-zoning and concept planning process (Stages 1 and 2) with a view to selling the rezoned land at a gain and distributing proceeds to investors. This type of investment offers the opportunity for capital appreciation but does not provide cash flow during the holding period; and Horizontal development structures, such as the Corporation, that acquire property that has been, or is in the process of being, re-zoned and planned for development. Upon acquisition, the Walton Group manages the land through the horizontal development process (Stage 3) with a view to selling the serviced land at a gain and distributing proceeds to investors. This type of investment offers the opportunity to receive annual cash flow in the form of distributions or other payments.

(2)

Investment Strategy In order to meet its investment objectives for the Corporation, the Walton Group will follow its four-step development strategy for the Project shown below.

The Walton Groups Four Step Development Strategy

Step 1: Property Acquisition The Walton Group identifies strategic horizontal development opportunities from a portfolio of land assets that are currently being managed through the entitlement and concept planning processes by WDM. Lands selected for development must meet four general criteria. They must be, in WAM's judgement: (i) in regions of long-term sustainable population and employment growth; (ii) in regions that have diverse economies, with the potential for sustainable economic growth; (iii) in sub-markets that exhibit a limited supply of serviced lot inventory; and (iv) properties that are nearing receipt of, or have recently received, the necessary zoning for development to begin. Step 2: Obtain Contractual Commitments of Homebuilders WDM does not initiate construction on any phase (see step 3 below) without securing contractual commitments (including paid deposits) from homebuilders to acquire a minimum of 40% of the single family home lots in the phase. Step 3: Construction of Infrastructure Using a Phased Approach WDM manages the development process, which involves the design, approval, construction and maintenance of municipal services, such as sewer and water lines, electricity, telephone, cable tv, roads, sidewalks, parks and other community

27 amenities. WDM does not manage the construction of residential homes. In order to provide a controlled supply of serviced lots to the marketplace, WDM uses a phased approach to development. As serviced lot inventory in each phase declines and as market conditions warrant, construction is initiated on a subsequent phase. Step 4: Payments to Investors Under the proposed terms of the contractual commitments with the homebuilders, full payment for the committed lots is to be received at the earlier of title transfer of a lot to a homeowner or 12 to 15 months after roads are completed in the phase. Upon receipt, the proceeds are used to repay the construction loans and the Corporations obligations before determining the amount available for distribution to investors on an annual basis. It is anticipated that distributions will be a combination of interest payments and repayment of principal on the Debentures and dividends and other distributions on the Non-Voting Shares. Upon completion of the Project and final payments on the Debentures and Non-Voting Shares, no Properties will be left in the Corporation. The Walton Group applies the following pro-active measures to seek to reduce risk during the development process: 1) Focuses on the acquisition and development of properties predominantly zoned for starter and move-up single family housing targeting first and second time homebuyers, which generally exhibit more consistent demand through market cycles; 2) Seeks to maximize the percentage of lots that the homebuilders commit to under contract prior to commencing development in each phase; 3) Utilizes third party cost consultants to establish and monitor project costs; and 4) Applies a phased approach to the delivery of lots to balance lot supply with current inventory and market demand. Historical Performance of Other Walton Group Development Projects The Walton Group has managed or is currently managing seven Walton Group horizontal development projects in Alberta and Ontario with total incurred and/or budgeted construction costs of approximately $799.2 million and totalling approximately 4,118 acres. Five of these projects are being managed on behalf of over 3,600 retail investors, the sixth and largest (the Northpoint project) is being managed on behalf of an institutionally led group of Canadian investors and lenders, including a major Canadian life insurance company and a major Canadian provincial pension fund, and the seventh is being managed on behalf of Walton and a third party land owner. Other than as indicated, the information in the table below is as of March 31, 2011.
Property Use Invested Capital (in millions) Construction Capital (in millions) Incurred Shepard Project Southfork Project Industrial / Commercial Residential $21.3 $40.4 Total Budgeted $42.4 Sold(2) 396 acres (100%) of serviced industrial lots, 1,098 acres (100%) of undeveloped land 450 single family lots (100%), 8 acres (100%) multi-family sites and 1.6 acres (100%) of commercial sites 1,057 single family lots (28.1%), 19 acres (10.1%) of multifamily sites, 2 acres (20%) of commercial sites Project Composition To be Constructed and Sold Nil All land has been sold and proceeds collected, only maintenance costs remain. Nil All lots are committed and sale proceeds were collected in 2011. 2,693 single family lots, 168 acres of multi-family sites, 8 acres of commercial sites Project Timeline Start Date 2003 End Date or Anticipated End Date 2010 Net IRR(1)

27.3%(3)

$18.8

$30.9

$31.1

2005

2011

17.8%(3)

Northpoint Project

Residential

$156.1

$120.8

$383.8

2007

2019

n/a(4)

28
McConachie Project Residential $64.0 $62.7 $164.7 454 single family lots (25.9%), 6.9 acres (22.5%) of multifamily sites, 3.6 acres (100%) of commercial sites 107 single family lots (19.4%) Nil Nil 1,296 single family lots, 23.7 acres of multi-family sites 2007 2017 n/a(4)

Big Lake Project Riverbend Project Point Trotter Project

Residential

$22.5

$0.54

$54.5

Residential Industrial/ Commercial

$24.6 $24.4

$0.21 Nil

$38.1 $42.7(5)

444 single family lots, 5.4 acres of multi-family sites, 2.0 acres of mixeduse/commercial sites 607 single family lots, 22.0 acres of mixeduse/commercial sites 141 acres of industrial lands(5)

2010

2015

n/a(4)

2011 2011

2018 2015

n/a(4) n/a(4)

Notes: (1) Net IRR is not a measure prescribed by generally accepted accounting principles and, accordingly, does not have any standardized meaning. Therefore, the Net IRR is unlikely to be comparable to similar measures presented by other issuers. WAM has determined that Net IRR is the most appropriate measure of the anticipated return on an irregular stream of payments. These numbers represent lots and acreage that have been sold or that are currently under contracts for sale with third parties. These Net IRRs are based on values that are fully realized distributions. Net IRR is a yield measure that determines the annualized return of an investment based on cash inflows and outflows over time net of all costs and expenses of the Corporation, including any fees paid to WAM and WDM. Net IRR is not available for these projects because they are in the early stages of development. The McConachie project made its first cash distribution ($4.7 million) to investors in the spring of 2011 and, while the Northpoint project is generating cash flow, that cash flow is currently being used to retire outstanding construction loans on this project. The Big Lake and Point Trotter projects both began development in the spring of 2011 and are anticipated to begin to generate cash flow in the latter part of 2011. The Riverbend project is anticipated to begin development in 2011 and is anticipated to begin to generate cash flow in 2012. WDM has been retained by Walton and a third party to manage the development of the 141 acres of land owned by Walton, as well a further 150 acres of land owned by the third party that are adjacent to Walton's lands. The numbers above are with respect to the 141 acres owned by Walton. When the third partys lands are included, the total budgeted construction capital of the project is $84.6 million.

(2) (3)

(4)

(5)

The information set out in the table above is intended to allow prospective investors to evaluate the experience of WDM and WAM in managing other Walton Group horizontal development projects and to assess the reasonableness of the Corporations investment objectives, including the anticipated timeline of the Project. While the Walton Group engages in both pre-development and development real estate projects, the historical performance set out above summarizes the results of all (and only) horizontal development projects managed by the Walton Group as these are the only projects considered to be meaningful and representative for these purposes. Project timelines and returns from horizontal development real estate projects are subject to many factors, including (i) varying economic environments, (ii) the applicable real estate market and, in particular, prices and trends therein, (iii) the business, operational and other costs actually incurred in connection with the development of a particular project, (iv) the prices at which serviced lots and parcels from a project can be sold, (v) the rate at which serviced lots and parcels from a project are purchased, (vi) the timing for obtaining development approvals, and (vii) the receipt of suitable construction financing for the development of the project on acceptable terms and on a timely basis. Performance compared to investment objectives may vary and this variance may be material. The information in the above table is historical and relates to other projects and is not intended to be, nor should it be construed as, an indication as to future value, success or returns in respect of the Units, the Properties or the Project. See "Cautionary Statements" and "Risk Factors". Shepard Development Limited Partnership ("Shepard LP") The Shepard project was completed in 2010. From the time of the commencement of the development of this project, the Shepard LP investors received a Net IRR of 27.3% and total distributions of $69.2 million, representing approximately 3.2x their invested capital.

29 Shepard LP was formed in 2002 to acquire and develop 1,494 acres of industrial use land located in southeast Calgary, Alberta. Shepard LP purchased the land for $21.3 million through the issuance of its limited partnership units in exchange for the land. Over the course of the development project, Shepard LP sold a total of 396 acres of serviced industrial lots and 1,098 acres of industrial land. Shepard LP was dissolved in 2010 after a final distribution was made to investors. The land was originally acquired in 1991 and 1992 by the parties that eventually received the limited partnership units of Shepard LP for $9.8 million with the intention of holding and eventually selling the land for development. Under the 2003 transaction discussed above, the parties who had held the land since 1991/1992 opted to have the Walton Group undertake the development on their behalf. Investors who held the property from its original purchase in 1991/1992 until the final distribution in 2010 received a Net IRR of 13.2% and total distributions representing approximately 7.0x their invested capital.

Southfork Limited Partnership ("Southfork LP") The Southfork project was completed in 2011. Southfork LP investors received a Net IRR of 17.8% and total distributions of $30.7 million, representing approximately 1.6x their invested capital. Southfork LP was formed to acquire and develop 469 acres of residential use land located in Leduc, Alberta, immediately south of Edmonton. In 2005, Southfork LP purchased the land for $18.8 million. Over the course of the development project, Southfork LP sold 450 single family lots, 8 acres of multi-family sites and 1.6 acres of commercial sites. Southfork LP was dissolved in April of 2011 after a final distribution was made to investors.

30 Northpoint Development L.P. ("Northpoint LP") To date, 28.1% of the anticipated single family lots in the Northpoint project have been developed and either sold to third parties or committed to by homebuilders. In the first quarter of 2011, 76 homes were sold by the homebuilders, representing the strongest first quarter sales in the projects history. The first distribution to equity investors in this project is anticipated to occur in 2013. Northpoint LP was formed in 2007 to acquire and develop 1,115 acres of primarily residential use land located in northeast Calgary, Alberta. In 2007 and 2008, Northpoint LP purchased the land for $156.1 million. The capital raised was comprised of $100.0 million of debt financing and $56.1 million of equity financing. The debt financing was provided by a major Canadian provincial pension fund. The equity financing was provided by a syndicate that included a major Canadian life insurance company and a homebuilder participating in the project. These parties contributed $23.1 million (41.1%) and $10.0 million (17.9%), respectively. To date, 1,057 single family lots, a community based commercial site and five multi-family sites have been serviced and delivered to the market. At the end of the first quarter 2011, 1,057 of the single family lots, the commercial site and four of the five multi-family sites had been sold or were under contract for sale to homebuilders and/or third parties. The table below shows the progress of the project up to March 31, 2011. Lots Released(1) Lots Committed to by Homebuilders(2) Third Party Sales(3) Lot Closings(4) 2007 310 310 2008 414 414 25 2009 377 205 2010 333 333 234 359 2011 (YTD) 76 38 Total 1,057 1,057 712 602

Notes (these notes are also applicable to the tables provided under "McConachie Development Limited Partnership" and "Walton Big Lake Development L.P."): (1) (2) Lots Released refers to the number of single family lots that were made available to the homebuilders for the construction and sale of new homes. Lots Committed to by Homebuilders refers to the number of lots that the homebuilders commit to purchasing. In all of its projects, WDM strives to achieve the highest possible percentage of lot commitments prior to initiating any phase of development. Third Party Sales refers to the number of single family home sales achieved by the homebuilders. Lot Closings refers to the number of lots for which full payment is received.

(3) (4)

Total construction costs to March 31, 2011 were $120.8 million (which is in line with budget) and total construction costs over the life of the project are budgeted to be $383.8 million. Approximately $107.4 million has been repaid on the loans that have been provided for this project. In addition to the above, Walton Development and Management Inc., a predecessor to WDM, coordinated and managed an infrastructure project on behalf of multiple landowners, including Northpoint LP, under an agreement known as the Special Development Agreement. Under this agreement, the landowners, including Northpoint LP, were required to provide up front funding of approximately $88.2 million, ($39.5 million from Northpoint LP) of roadways and utilities on behalf of the City of Calgary in order to advance development in the area. In return, the City of Calgary provided a guaranteed payback to the landowners, of which Northpoint LP has already received $7.9 million with the remaining $31.6 million to be received in 2012. McConachie Development Limited Partnership ("McConachie LP") To date, 25.9% of the anticipated single family lots in the McConachie project have been developed and either sold to third parties or committed to by homebuilders. In the first quarter of 2011, 32 homes were sold by the homebuilders, representing the strongest first quarter sales in the projects history. The first cash distribution in an amount of $4.7 million was paid to investors in April 2011.

31 McConachie LP was formed in 2009 to purchase and develop 350 acres of primarily residential use land located in northeast Edmonton, Alberta. McConachie LP raised $64.0 million and acquired a 100% interest in the project. To date, 454 single family lots, four multi-family sites and a community based commercial site have been serviced and delivered to the market. At the end of the first quarter 2011, all of the serviced single family lots, two of the four multi-family sites and the commercial site had been sold or were under contract for sale to homebuilders and/or third parties. The table below shows the progress of the project up to March 31, 2011. 2008 Lots Released(1) Lots Committed to by Homebuilders(2) Third Party Sales(3) Lot Closings(4) 179 179 14 9 2009 106 106 133 51 2010 169 169 95 135 2011 (YTD) 32 23 Total 454 454 274 218

Notes (see the table under Northpoint Development L.P. above for corresponding notes)

Total construction costs to March 31, 2011 were $62.7 million and total budgeted construction costs over the life of the project are anticipated to be $164.7 million. Approximately $52.6 million has been repaid on the loans that have been provided for this project. Walton Big Lake Development L.P. ("Big Lake LP") To date, 19.4% of the anticipated single family lots in the Big Lake project have been committed to by homebuilders. It is anticipated that these lots will be serviced and delivered to market in 2011. The first distribution to equity investors in this project is anticipated to occur before the end of 2011. Big Lake LP was formed in 2010 to purchase and develop 136.5 acres of primarily residential use land located in northwest Edmonton, Alberta. During 2010, the Big Lake LP launched and completed an initial public offering and a private placement to raise the $22.5 million required to acquire the Big Lake property. The Big Lake development plan consists of approximately 551 single family and semi-detached homes, plus one multi-family site and two mixed use sites. Project amenities include a central wetland area, a future school park site, Big Lake itself, Lois Hole Centennial Provincial Park which borders Big Lake to the north and a series of interconnected walkways and trails that enhance the overall amenity value of the community. The Big Lake project is proceeding in line with the Big Lake LPs stated investment objectives. During 2010, Big Lake LPs Phase 1 Zoning and Subdivision plan were completed and submitted to the City of Edmonton. Subdivision approval is anticipated in the second quarter of 2011. Builder commitment letters were obtained from four builders between January 1, 2011 and the date of this prospectus, representing 67% of the Phase 1 single family lot inventory and 19.4% of total single family lot inventory in all phases of the project. As well, construction financing of $27.4 million for Phase 1 has been obtained from a major Canadian financial institution. Lots Released(1) Lots Committed to by Homebuilders(2) Third Party Sales(3) Lot Closings(4) 2010 2011 (YTD) 160 107 Total 160 107 -

Notes (see the table under Northpoint Development L.P. above for corresponding notes)

32 Brant County Riverbend Development LP ("Riverbend LP") Riverbend LP was formed in 2010 to purchase and develop 263 acres of primarily residential use land located in Brant County, Ontario, immediately southwest of the City of Brantford. The project is anticipated to begin development in 2011 and first distributions to equity investors are anticipated to occur in 2012. Approval of the draft plan of subdivision is anticipated to occur in the third quarter of 2011 and, pending such approval, onsite construction is anticipated to begin on the Riverbend property shortly thereafter. Point Trotter Development Project ("Point Trotter Project") The Point Trotter Project is anticipated to begin in 2011 and will develop a total of 291 acres of light industrial land in the southeast quadrant of the City of Calgary. The property is owned by Walton and a third party. WDM has been retained to manage the development of this land on behalf of both parties. THE PROPERTIES, AREA AND INVESTMENT PLAN Description of the Properties The Edgemont Properties make up 198.8 acres of land located in the Southwest corner of the City of Edmonton, Alberta. The Properties benefit from proximity to major transportation infrastructure and from the Wedgewood Ravine system, which border the Properties to the south. The Properties are bordered to the west by 215th St. (Winterburn Rd) and to the east by 199th St., which provides access to the Properties via the intersection of Lessard Road and Anthony Henday Drive, approximately one kilometre away.

Photo 1: Edgemont Properties aerial photo with concept plan overlay - looking southwest. The Anthony Henday Drive (Edmontons ring road green band on map below) provides access to employment centres throughout the City and to the Edmonton International Airport which is approximately 35 kilometres south of city limits. The intersection of Anthony Henday Drive and Lessard Road is currently under construction, and is anticipated to be completed and opened in 2011. The opening

33 of this intersection will improve access to the Properties. Significant residential development has been underway immediately to the north of the Properties for several years. The Properties will also be expected to benefit from the opening of the Lessard Road intersection in 2011. The Properties will benefit from the services that are provided by these communities, such as local commercial sites and schools.

Map 1: Edmonton, Alberta and Edgemont Properties Each of the Properties has been leased under farm leases which expire on October 31, 2012. The lessee is required to pay aggregate annual rent of $9,188 and to pay all property taxes on the Properties. The lessee is only permitted to use the Properties for farming and ancillary related agricultural purposes.

34 The leases can be terminated on 60 days notice provided that the lessee is to be compensated for the value of crops sown and then growing or the ploughing done in preparation for a crop. Current Planning Designation/Zoning The Edgemont Properties are included in the NASP, the bylaw for which passed first and second readings by Edmonton City Council on May 30, 2011. As well, the public hearing on this by-law was closed on May 30, 2011 which means that the Edmonton City Council does not require any further public submissions on this matter. Third reading of the bylaw for the NASP is scheduled to be held June , 2011. WDM considers that, given the approval of the first and second readings, the third reading is largely administrative in nature and that third reading will be passed at that time. Approval of the NASP will constitute the most significant regulatory milestone in the entitlement process for the purposes of permitting development of the Properties. The remaining entitlement work (including rezoning and subdivision approvals) is, again, largely administrative in nature and is generally completed in advance of each phase of development as development proceeds. As a result, WDM believes that, after third reading is passed, the probability that such further steps will be approved by the City is greatly increased, provided that the applicable applications conform to the requirements and guidelines set out in the NASP. WDM anticipates that all necessary approvals will be obtained in accordance with the development plan prepared by WDM for the Project. The development plan includes primarily "Single Family" lots suitable for starter and move-up homes, "Low Density Residential" which can accommodate multi-family development, and an environmental reserve, natural areas, green space and parks that will add amenity value to the single family lots that are developed. Under the plan, the Properties will be developed in four phases over an estimated six years as market conditions permit. Phase 1 of the Project is anticipated to consist of approximately 58.5 acres, and include approximately 196 single family lots with approximately 6,965 total front feet and 2.1 acres of multifamily development. In total, Phase 1 development costs are anticipated to be approximately $24.2 million ($17.0 million net of recoveries). Phases 2, 3 and 4 of the Project are anticipated to consist of approximately 140.3 acres and include approximately 476 single family lots with approximately 17,372 total front feet, 3.0 acres of multifamily development and 52.1 acres of parks and environmental reserve. In total Phase 2, 3 and 4 development costs are estimated to be $37.7 million ($34.2 million net of recoveries) from third parties, including adjacent land owners, the City of Edmonton and utility companies. City of Edmonton Economy and Employment Edmonton is the construction, manufacturing and transportation hub for the natural resource industry (especially the oil sands projects in northern Alberta) in northern Alberta, Saskatchewan, British Columbia and the Northwest Territories. As the main staging area for natural resource development in North-Western Canada, Edmontons economy is primarily service-based, with approximately three quarters of jobs being in the trades and services sector. As Albertas provincial capital and home to the University of Alberta, Edmonton also has a relatively high number of public sector workers. (Source: City of Edmonton; Edmonton Socio-Economic Outlook, 2009-2014. Retrieved on September 16th, 2010 from http://www.edmonton.ca/assets/FINAL__Socio-Economic_Outlook_2009-2014_with_Disclaimer.doc.pdf) The effect of $112 billion of investment in the mega-projects of the oil sands near Fort McMurray (Source: Inventory of Major Projects, Oil Sands as at Nov, 2010; Government of Alberta, Department of Finance and Enterprise, retrieved from http://www.albertacanada.com/documents/SP_IMAP_Oilsands1 .pdf retrieved December, 2010) and a commitment to economic diversity that includes the growth of many knowledge-based industries has stimulated economic growth in the City of Edmonton. Edmonton is forecasted to have strong GDP growth and strong employment growth. With its many energy service

35 related industries, the City of Edmonton will be one of the key beneficiaries of the large amount of long term investment into the oil sands. (Source: The City Of Edmonton, Socio-Economic Outlook 2009-2014. http://www.edmonton.ca/assets/FINAL__Socio-Economic_Outlook_2009-2014_with_Disclaimer.doc. pdf. Retrieved August 19th, 2010.) In addition to the oil and gas related investment described above, significant amounts of development and infrastructure spending in the City of Edmonton have been committed to. There is currently $30.4 billion of capital projects proposed, committed or underway in the City of Edmonton. Recognizing the need to manage growth, the City of Edmonton has committed significant resources to improving the citys infrastructure. There are currently $4.6 billion of infrastructure projects proposed, committed or under construction in the City of Edmonton. (Source: Edmonton Economic Development Corporation (2009, October) Edmonton Economic Data. Retrieved on September 18th, 2010, 2010 from http://www.edmonton.com/files/Greater_Edmonton_Major_Projects_-_Oct_2009_-_Alberta_First.pdf and http://www.edmonton.com/files/Northern_Alberta_Major_Projects_-_Oct_2009_-_Alberta_First.pdf) This investment in Edmonton is expected to help generate employment and contribute to the strong economic growth rates projected for the City. The City of Edmonton projects that the economy will grow consistently over the next five years, with GDP expanding by 2.1%, 2.4%, 2.8%, 3.3% and 3.9% in each year from 2010 2014, inclusive. (Source: The City Of Edmonton, Socio-Economic Outlook 2009-2014. http://www.edmonton.ca/assets /FINAL__Socio-Economic_Outlook_2009-2014_with_Disclaimer.doc.pdf. Retrieved August 19th, 2010.)
Chart 1: Employment Base Forecast (in thousands) for the Edmonton CMA Chart 2: Edmonton CMA Unemployment Rate Forecast (2010-2014)

Source: Statistics Canada 2010, and Edmonton Socio-Economic Outlook 2009-2014, Nichols Applied Management, 2009

Source: Conference Board of Canada 2010 (F) Forecast Period.

From 2000-2009, Edmontons total employment increased by 25.7%, representing approximately 126,500 new jobs (Source: Statistics Canada 2010). This increase in employment was mainly driven by extensive private sector investment in the natural resource fields of northern Canada and its many services-related industries. Median annual family income rose from $68,100 in 2004 to $88,190 in 2008 (compared to the Canadian averages of $58,100 and $68,860, respectively) (Source: Statistics Canada 2010), reflecting an increase in a highly-skilled, well-educated workforce. Growth in employment is expected to continue due to the large amount of private sector investment in oil sands projects and Edmontons position as the hub for oil field services to the Canadian North. In aggregate, Edmonton is expected to create an additional 93,400 jobs from 2010-2014 (Source: Edmonton Socio-Economic Outlook 2009-2014, Nichols Applied Management, 2009). This strong job growth is forecast to push Edmontons unemployment rate down from 7.1% in 2010 to approximately 4.4% in 2014, as shown in Chart 2, above.

36 Population Growth Between 2001 and 2009, the population of the City of Edmonton grew 20% from 657,350 to 782,439 (Source: City of Edmonton Census History http://www.edmonton.ca/city_government/municipal _census/census-history.aspx). Going forward, the Capital Region Growth Plan projects the population of the City of Edmonton will increase by an additional 118,394 people to reach 900,833 in 2018 (Source: Growing Forward, The Capital Region Growth Plan, March 2009). Edmonton Housing Market Edmontons housing market has been strong over the past decade due to population growth. As a result of the global economic downturn, the housing market in Edmonton has recently experienced a period of weakness. However, home construction in the City of Edmonton is now showing signs of recovery. In 2009, the number of single-family building permits issued in Edmontons designated Developing Neighbourhoods increased by approximately 270% from 2008, reaching 2,265 permits (Source: 2009 Status of Suburban Residential Land in Edmonton). This upward trend is further supported by the preliminary single-family building permit data reported by the City of Edmonton for 2010 showing an increase of approximately 50% to 3,380 permits. According to the statistics cited in the graph below (Chart 3), the City of Edmonton issued an average of approximately 3,400 single-family building permits per annum between 2000 and 2007. This rate of issuance dropped to approximately 600 single-family building permits in 2008 because builders withdrew from the market due to a lack of demand. As the economic recovery gains momentum, it is anticipated that single-family building permit issuance will return to pre-recession levels.
Chart 3: Edmonton Single Family Building Permits

Source: City of Edmonton

Lot Forecast To meet the anticipated increase in demand for single family housing, additional single family lot inventory will need to be delivered to the market within a two year timeframe. According to its own housing forecast, the City of Edmonton released its 2010-2015 Lot Servicing Forecast to provide an estimation of the expected lot supply and delivery needed to meet housing demand within recognized Developing Neighbourhoods (see Chart 5 below). The forecast suggests that 3,768 serviced lots, on average, will be delivered annually to the marketplace over the next five years. According to the Citys 2009 Status of Suburban Residential Land, a total of 35,659 single family lots were serviced between 2000 and 2009 (see Chart 4 below for a per year breakdown). The total number of single family housing starts during the same period was 34,752, reflecting a balanced supply. Due to the global recession and the subsequent fall in housing demand in 2009, lot delivery dropped significantly as developers adjusted their production (Source: City of Edmonton Lot Servicing Forecast). With the current economic recovery now gaining momentum, both the Urban Development

37 Institute and the Edmonton Planning and Development Department anticipate a strong rebound in servicing activity between 2010 and 2015, as seen in Table 1 below.
Chart 4: Number of Single-Family Lots Serviced in Edmonton (2000-2015(F)

(F): Forecast Period Source: Edmontons Developing Neighborhoods 2010-2015 Lot Servicing Forecast, City of Edmonton Planning and Development Department, May 2010.

West and Southwest Edmonton Lot Servicing The combined market share of new single family home construction in the West and Southwest sectors of the City of Edmonton increased from approximately 35% in the early part of the decade to 53% in 2009. The City of Edmonton expects the market share of the West and Southwest sectors to increase further to approximately 55-65% (Table 1 below) over the period from 2010 to 2015. This corresponds to an annual average of between 2,073 and 2,450 serviced lots as developers and home builders migrate outward in search of cost effective and strategic positions in well planned communities with good access (see Table 2 and Chart 5 below). The Edgemont Properties are well positioned to capture this migration because of their proximity to the Anthony Henday Drive and Wedgewood Ravine, combined with its flexible zoning. Table 1: 2010-2015 Lot Servicing Projections in Edmonton
2010 Total Edmonton West/SW at 55% West/SW at 65% 4,640 2,552 3,016 2011 3,658 2,012 2,378 2012 3,619 1,990 2,352 2013 3,777 2,077 2,455 2014 3,508 1,929 2,280 2015 3,408 1,874 2,215 Average 3,768 2,073 2,449

Source: Walton forecast based on the City of Edmonton and Urban Development Institute Lot Servicing Forecasts

Table 2: Snapshot Summary of Edmonton Lot Servicing by Sector 2000-2009 (Percentage Share)
Source: City of Edmonton Lot Servicing Forecast

38 Chart 5: Forecast Percentage of Lot Servicing by City Sector (2009-2014), Urban Development Institute and City of Edmontons Planning and Development Department

Source: City of Edmonton and Urban Development Institute Lot Servicing Forecasts

To confirm the City of Edmontons lot projections, WAM created a demographic demand model to determine if the projected number of serviced lots would be enough to meet expected population growth. Predicting the number of new housing units required is a basic formula of historical or projected population growth divided by the average household size. From 2001-2009, the population of the City of Edmonton grew 20%, from 657,350 to 782,439 (Source: City of Edmonton Census History http://www.edmonton.ca/city_government/municipal_census /census-history.aspx). The increase of 125,089 people in ten years was the fastest increase of 100,000 plus people in the Citys history. For context, it took the 20 years between 1981 and 2001 to grow by the same amount. According to Statistics Canada, the average household size in Edmonton is 2.5 people (Source: Statistics Canada). This means there was a demographic demand of 50,036 new dwelling units over the last ten years (125,089/2.5 = 50,036). Over that same time period, the City of Edmonton issued 50,150 total residential building permits almost a 1:1 ratio. If Edmonton were to grow at the same 20% rate as the previous ten years, its population would reach 938,927 in 2020 (note The Capital Region Growth Plan projects the population to be 900,833 in 2018, consistent with Waltons assumption). Such an increase of 156,488 would result in a demographic demand for 62,595 new units. As approximately 57% of all permits issued in Edmonton were for singlefamily units over the last ten years (Source: City of Edmonton ), this would suggest that there would be 35,680 single family and 26,915 multifamily permits issued over the next ten years (this does not take into account redevelopments, condemnations, and homes destroyed by fire). The base demographic demand of 3,568 single family homes per year matches the City of Edmontons projection of 3,500-3,800 new lots per year. As previously discussed, the West and Southwest markets are expected to capture between 55% and 65% market share, translating to 2,073 2,449 lots per year in the target area. The Edgemont Properties are located in an established housing market in the City of Edmontons West Sector. Independent third party analysis confirms that the supply and demand in the housing lot market is currently in balance, but also highlights that an issue of lot scarcity could occur if demand increases as projected by the City of Edmontons forecast (Source: Consumer Strategies Group Inc). This possibility is supported by the fact that there have been year-over-year increases of approximately 270% and 50% in 2009 and 2010 respectively in single family permit issuance. The recent completion of the Anthony Henday Drive (with major intersections to be completed this fall) provides the area with the

39 necessary transportation infrastructure to support dense urban development. The Properties entitlements provide for a diverse range of home product that will allow homebuilders to meet the demands of a larger market segment in a community themed by the picturesque beauty of the Wedgewood Ravine. Edgemont Investment Plan In assessing the investment merits of the Edgemont Properties, certain assumptions have been made with respect to land use, revenue, costs and timing. While measures are taken to mitigate investment risk, there is a likelihood that the financial results may change if the assumptions outlined below prove to be incorrect. Investors should read this in conjunction with the risks which are further described in "Risk Factors" and the qualifications set out in "Cautionary Statements". Land Use Plan Prior to the Corporation acquiring the Edgemont Properties and beginning development, the Walton Group will have spent over eight years researching the lands or working with the City of Edmonton to prepare the Properties for future development. The NASP, which covers the Properties, outlines the development statistics for this community that were used to establish the revenue potential and construction requirements of the Project. WAM believes that WDM, as a member of the Walton Group, is best qualified, because of its past involvement with the Properties, to develop the Properties on a timely and cost effective basis. The NASP was designed to provide the following land uses for the Edgemont Properties: "Low Density Residential" and "Street Oriented Residential" suitable for starter and move-up homes, single family or duplex lots; "Medium Density Residential" which can accommodate multi-family development; Environmental reserve, parks and natural areas which preserve the North Saskatchewan River Valley and Ravine System; and Storm water management facilities accommodating the required storm ponds for the community.

The preliminary development plan that has been prepared based on the NASP includes four phases over an estimated six year time horizon, based on anticipated market demand for the Project. This

40 approach allows WDM to better manage lot inventory, pricing and construction costs. When completed, the community will provide approximately 672 single family homes and 5 acres of multi-family development. The breakdown of the preliminary phasing plan is shown in the table below.

Land Use Assumptions

Single Family Acres Front Feet Units Medium Density Residential - Multi-Family Acres Arterial Roadways Acres Parks, Community Roadways, Stormwater Management & Environmental Reserve Acres Gross Acres Phase 1 29.4 6,965 196 2.1 0.3 26.4 58.5 Phase 2 38.1 7,766 207 20.4 58.5 Phase 3 3.0 2,093 57 1.3 6.9 11.3 Phase 4 34.4 7,513 213 3 33.0 70.4 Total 104.9 24,337 672 5.0 1.6 86.7 198.8

The single family home lots proposed to be constructed will allow for both front drive and rear drive garage homes which cater to two distinct market segments, starter and move-up home buyers. The majority of buyers in the Project are anticipated to be first and second time home buyers, with the market profile likely consisting of young professionals, trades workers and families. Revenues Project revenue will be generated by the sale of the single family lots, as well as multi-family and commercial acres from the Project. It is anticipated that approximately 97% of Project revenues will be generated from the sale of single family housing lots. To reduce financial exposure between the date of construction and receipt of proceeds from the closing of lot sales, WDM will endeavour to have executed purchase and sale agreements with homebuilders for the highest possible percentage (and in any event, not less than 40%) of the single family lots to be serviced in a phase prior to initiating construction on that phase. The purchase and sale agreements require three cash instalments from the homebuilders for the single family lots being committed to: 1. A non-refundable deposit in the amount of 10% is received at the time of contract signing and upon receipt of the approved subdivision plan; 2. A second 10% deposit is received upon completion of road paving. This typically occurs three to nine months after subdivision plan approval, depending on the season; and 3. Final payment is typically due no later than 12 to 15 months after receipt of the second deposit, provided that the final payment must be made in full before title is transferred to the eventual homeowner. As such, the homebuilders will typically retire the balance due on each lot gradually as homes are sold during 12 to 15 months between road paving and the final payment date. In the event of default by a homebuilder, the Corporation retains title to the single family lots as well as any deposit amounts paid by the homebuilder. The Corporation can then resell the lots to another homebuilder on terms dictated by the market at that time. This strategy reduces potential project risk by increasing revenue certainty prior to incurring construction costs. Each single family home lot is sold based on its width, calculated in front feet (as seen in the table above, Phase 1 includes approximately 6,965 front feet divided into 196 single family lots). The per front foot price of each lot is adjusted up or down based on lot shape and other amenity features. For example, a pie shaped lot in a cul-de-sac with a backyard that faces a park or water will sell at a higher price per front foot than a lot on a main road with a bus stop or high voltage transmission box in front of the lot.

41 In estimating the base per front foot sale price for the Edgemont Project, WAM considered the current selling price of single family home lots in competing developments in west and southwest Edmonton. The Project will compete with adjacent developers in starter and move up lots, and will benefit from the amenity value created by the Wedgewood Ravine, parks and recreational space within the development. WAM has estimated the current sale price for single family lots to be $4,100 per front foot for lots not backing onto the ravine (non-amenity lots) and $5,000 per front foot for lots that do back onto the ravine (amenity lots). The table below illustrates current comparative lot pricing in the sectors of the City of Edmonton that WAM and WDM believe may directly compete with the Project. Competing Single Family Lot Pricing in West & Southwest Edmonton All amounts shown in $ per front foot Non-Amenity Lots Amenity Lots* West & Southwest Sectors** $4,413 $5,264 Edgemont*** $4,100 $5,000 * For the purposes of the analysis provided above, amenity lots are lots that back onto a ravine, a golf course or other green space. **Source: Consumer Strategies Group Inc. *** 75% of the lots in the Edgemont Properties are priced at $4,100 per front foot. The remaining 25% of the lots are priced at $5,000 per front foot due to the considerable amenity value of backing onto the Wedgewood Ravine. The weighted average price per front foot for the Edgemont Properties is $4,326. Costs Costs are divided into two primary categories when preparing the construction budget. Hard Construction Costs - these are costs related to the physical improvement of the land. Hard construction costs can be further divided into two sub-categories. o Onsite Construction Costs - these are costs directly related to the installation of onsite municipal infrastructure for each particular phase of development and include items such as rough grading, storm and sanitary sewers, watermains and lot services, concrete work, road construction, electric, gas, telephone and cable tv, landscaping for parks, boulevards and showhomes, fencing and entrance features, levies, professional services, including materials testing, surveying, engineering, planning and environmental, ongoing site clean up and maintenance and fees of construction managers. Estimated onsite construction costs for the Project were prepared by WDM based on the development layout associated with the NASP in consultation with third party consultants, including one of North Americas most recognized land planning and development companies. For Phase 1 of the Project, onsite construction costs have been further refined by WDM in consultation with the consultants based on the higher level of detail contained in the Phase 1 subdivision plan. The Phase 1 onsite construction costs are estimated to be $13.1 million. For future phases, estimated onsite construction cost estimates have been adjusted upward to reflect potential cost inflation. In total, the estimated onsite construction costs for the Project are $43.0 million. o Offsite Construction Costs - these are costs that directly benefit the Project but are not specific to any one phase, and include items such as sanitary sewers and watermains, and the consulting fees associated with these costs. Estimated offsite construction costs for the Project have been prepared by WDM based on the development layout associated with the NASP in consultation with the consultants referred to above. Estimated offsite construction costs were adjusted upward to reflect potential cost inflation based on when

42 they are incurred during the Project. The Phase 1 offsite construction costs are estimated to be $9.4 million. In total, the estimated offsite construction costs for the Project are $14.0 million. A portion of the hard construction costs noted above will be recoverable from third parties, including adjacent landowners when they develop their respective properties, the City of Edmonton, and utility companies. The amount and timing of recoveries has been estimated by WDM in consultation with the third party consultants noted above. The estimated recoveries for the Edgemont Project are approximately $10.6 million over the life of the Project. Soft costs these are costs which include, but are not limited to, costs associated with architectural control consultants, financing fees for establishing construction loans and security, legal fees, municipal taxes and construction management, marketing and appraisal fees. The Phase 1 soft costs are estimated to be $1.8 million. In total, soft costs for the Project are anticipated to be approximately 8.6% of hard construction costs equal to $4.9 million, which generally reflects the proportion of soft costs to hard costs on other development projects managed by WDM.

Total onsite and offsite construction costs and soft costs for the Project are estimated to be $61.9 million ($51.3 million net of recoveries). In preparing the hard and soft construction cost budgets for the Project, WDM included in the amounts set out above an additional 10% contingency to account for any unforeseen events. In addition to the hard construction costs and associated soft costs, the Corporation also will incur operational expenses, including costs related to its continuous disclosure obligations, directors fees, auditor fees, filing costs, investor communication expenses and trustee fees. Such costs have been estimated by WAM based on the Walton Groups previous experience in development related entities and prospectus filings. Construction and corporate costs will be funded on an ongoing basis out of the construction loans to be negotiated from time to time with a financial institution (including the Construction Loan). The loan amounts will be repaid using the contracted single family sale proceeds discussed above, the sale of multi-family and commercial sites, and recoveries received, with residual proceeds being available for payment on the Debentures and Non-Voting Shares. Timing Project timing and completion will be based on the rate at which single family lots, multi-family parcels and commercial sites are purchased by the market. This is referred to as the absorption rate, which is ultimately driven by economic strength, population growth and associated new home demand in the Edmonton area, as described in the section titled "Lot Forecast" above. The projected timeline for the Project was based principally upon: (i) the number of single family lots proposed to be constructed under the NASP for the Project (672 single family lots); and (ii) the absorption rate applicable to those lots. Absorption rates in any region are driven by economic strength, population growth and associated new home demand in that region and submarket. A number of sources of external information were considered in the determination of the anticipated absorption rate, including primarily the following: (a) recent historical absorption rates of single family homes in the City of Edmonton and, more particularly, in the west and southwest sectors of Edmonton, as published by the City of Edmonton; City of Edmonton estimates of job and population growth in the city over the next several years;

(b)

43 (c) (d) Canada Mortgage and Housing Corporation estimates of the number of permits for housing starts that will be issued in Edmonton over the next several years; and City of Edmonton forecasts of city-wide serviced lot production from 2010 to 2015 and, in particular, the citys estimate of the share of that lot production that will be in the west and southwest sectors of the city.

Regard was also had for the knowledge and market insight garnered from the Walton Groups four residential development projects in both the Edmonton and Calgary regions, where in 2010 alone, 401 lots were sold to third parties through the builders in these communities. See "Description of the Walton Group's Development Business Historical Performance of Other Walton Group Development Projects". Due to strong economic fundamentals and the associated growth in employment, the City of Edmonton currently estimates that its population will increase by 118,439 from 2009-2018. To accommodate the anticipated growth, Walton estimates that Edmonton will issue permits for approximately 35,680 single family housing starts over the same time period. From 2000-2009, Edmontons west and southwest sectors increased their market share of new home construction from 35% in the early part of the decade to 55% in 2009. The City of Edmonton is currently forecasting the south and southwest sectors of Edmonton to capture 55%-65% of total city wide lot servicing from 2010-2015. Based on anticipated City wide lot servicing forecasts and the Citys anticipated market share for the west and southwest sectors, this translates into an average of 2,073 and 2,449 serviced single family lots produced in the two sectors each year. In order to absorb all 672 single family lots in the Edgemont Project over an approximately six year period, it is anticipated that the Project will capture approximately 4.0% of City wide demand, or 6.1%-7.2% of regional demand. Development Plan and Short Term Project Objectives for Phase 1 Anticipated Steps to Completion Phase 1 development (encompasses the tasks and milestones below) 1. 2. 3. 4. 5. 6. 7. 8. Form homebuilder syndicate and meet lender pre-sale test requirement Initiate preliminary grading of Phase 1 lands for showhomes only Submit application to subdivide Properties and obtain subdivision approval. Negotiate final terms of financing for Construction Loan Execute homebuilder purchase and sale agreements for Phase 1 single family lots and obtain deposits Complete underground utility construction (onsite and offsite) Obtain subdivision plan registration Complete roadway construction (onsite and offsite) May July 2011 August September 2011 May September 2011 June August 2011* September 2011* September December 2011 December 2011 May June 2012 Anticipated Completion Date*

*subject to completion of acquisition of the Properties by the Corporation

44 The costs to complete the above steps plus all other costs to develop Phase 1 are anticipated to be approximately $24.2 million. All of these costs will be funded out of Working Capital and the Construction Loan for Phase 1. The steps to complete each of the subsequent phases of the Project are substantially as set out above for Phase 1. Exact commencement dates and completion dates are not known with certainty at this time. See "Cautionary Statements" and "Risk Factors". Sensitivity Analysis The returns to the holders of the Debentures and Non-Voting Shares from the Edgemont Project will be driven primarily by the relationship among revenues, costs and the Projects duration. The table below illustrates the anticipated effect of these three variables on the return an investor could expect to ultimately realize.

Sensitivity of Net IRR to Deviations in Assumptions

Deviation from Impact to assumption Net IRR(1) Single Family Lot Sale Price Construction Costs Project Timing
Notes: (1) The impact to the rate of return is not linear and is intended only to show the sensitivity of the return within a narrow range of the assumptions discussed above. Net IRR is not a measure prescribed by generally accepted accounting principles and, accordingly, does not have any standardized meaning. Therefore, the Net IRR is unlikely to be comparable to similar measures presented by other issuers. WAM has determined that Net IRR is the most appropriate measure of the anticipated return on an irregular stream of payments. See "The Properties, Area and Investment Plan - Edgemont Investment Plan", "Cautionary Statement" and "Risk Factors". This is the anticipated increase in construction costs over and above the cost budget (including the 10% contingency amount) that would be necessary for the Project to only break-even with no increase in revenues. This one year delay scenario assumes that all Project cash flows are delayed by one full year from the current scheduled commencement date.

Deviation in assumption that leads to breakeven(1) -25.0 % +45.5 %(2) N/A

+/- 1.0 % +/- 1.0 % 1-year delay(3)

+/- 0.4% +/- 0.2 % - 1.6 %

(2) (3)

See "Cautionary Statements" and "Risk Factors". USE OF PROCEEDS The proceeds from the Offering and the other funds that will be available to the Corporation shortly after the Offering (other than from the Construction Loan), and how they will be used, are summarized in the following table. Prior to the Closing of the Offering, the Corporation will have no working capital.
Minimum Offering $ Available Funds: Gross Proceeds from Offering Agents Fee(1) Offering Costs(2) Net Proceeds from Offering Amounts to be paid by vendors under Subdivision and Property Purchase Agreements(3) Maximum Offering $ 30,000,000 1,575,000 450,000 27,975,500 645,848

45
Minimum Offering $ Available Funds: Available Funds(4) Uses of Available Funds: Acquisition of Properties(5) Working Capital(6)
Notes: (1) (2) The Units will be offered for sale by the Agents. This figure represents the estimated legal, accounting, audit, printing, filing, transfer agent, and other costs and fees associated with this Offering (excluding the Agents Fees) and any Follow-on Private Placement, including the preparation of this prospectus and organizing the Corporation. WAM will pay for Offering Costs in excess of 1.5% of the Gross Proceeds without reimbursement. This is the aggregate of the amounts that will be payable by the vendors of the Properties under the Subdivision and Property Purchase Agreements to such parties that, on behalf of the Corporation, assist in, or arrange for, the financing of the purchase price of the Properties. See "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements". Also included in this amount would be the net proceeds raised from any private placement by the Corporation of Units (including any Follow-on Private Placement). See "Plan of Distribution" and "Acquisition of the Properties by the Corporation Walton Edgemont Development Investment Corporation". This figure represents the cash amount the Corporation will pay to acquire the applicable interests in the Properties. This figure represents the amount the Corporation will set aside for working capital purposes, including without limitation, paying (i) its ongoing administrative and operating expenses, including continuous disclosure costs, accounting, audit and legal expenses, investor communication costs, costs to maintain registrations and director fees until such time as cash flow from the sale of the Properties is available to fund these expenses on an ongoing basis, (ii) the Management Fee and its share of the Development Fee, (iii) the Corporations share of any Pre-Development Amounts and Grading Costs referred to in "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements" and (iv) other construction costs of the Corporation relating to the development of the Properties prior to the time that the Construction Loan can be drawn on. The Corporation will use the Working Capital to fund, in full, the costs described in (iii) shortly after the acquisition of Edgemont Parcel C. The use of the remainder of the Working Capital will be contingent upon when the Construction Loan is entered into. Until such time, the Corporation will only use the remainder of the Working Capital to fund costs described in (i) and (ii) and will not incur any construction costs described in (iv). In the event that the Construction Loan is not entered into in the anticipated timeline, WAM anticipates that the remainder of the Working Capital will be adequate to fund the Corporations operations for a period of up to 60 months following Closing or until suitable construction financing is obtained, whichever is earlier. If the Construction Loan is entered into in accordance with the anticipated timeline, the Corporation will proceed to fund out of Working Capital the costs described in (iv), in addition to those described in (i) and (ii). WAM believes that the costs described in (ii) and (iv) can be funded from the remainder of the Working Capital for a period of up to three months following Closing (in the case of both the Minimum Offering and the Maximum Offering) prior to drawing down the Construction Loan to fund such costs on an ongoing basis. The Corporation anticipates that it will retain sufficient Working Capital to fund costs described in (i) above for a period of two years.

Maximum Offering $ 28,620,848 25,833,922 2,786,926

(3)

(4)

(5) (6)

See "Acquisition of the Properties by the Corporation Properties Acquisition". If an amount equal to the Maximum Offering is raised from the Offering and from amounts raised under any Follow-on Private Placement, the Corporation will acquire 100% of the Properties. If the Minimum Offering only is raised, the Corporation will acquire a % undivided interest in Edgemont Parcel C only. If the aggregate amount raised is between the Minimum Offering and the Maximum Offering, the Corporation will acquire a percentage interest in the Properties based on the amount raised. The Corporation intends to first acquire an undivided interest in Edgemont Parcel C. Once it has acquired a 100% undivided interest in Edgemont Parcel C, it will then acquire equal undivided interests in each of Edgemont Parcel A and Edgemont Parcel B until it has acquired a 100% undivided interest in each of those parcels. If the Corporation acquires less than a 100% interest in a Property, WLIA will acquire the balance of the undivided interest in that Property, and the Co-Ownership Agreement between WLIA and the Corporation with respect to that Property will set out their respective rights and obligations as owners of that Property. See "Acquisition of the Properties by the Corporation Properties Acquisition" and "Acquisition of the Properties by the Corporation The Co-Ownership Agreements".

46 Other Sources of Funding The Corporation proposes to enter into a Construction Loan with an arms length financial institution pursuant to which the financial institution will provide financing to be used by the Corporation for the costs of development of Phase 1, as well as certain other costs. The amounts outstanding under the Construction Loan from time to time will be paid down with the cash flow from the development and sale of serviced lots and parcels from Phase 1. It is anticipated that the Construction Loan will be secured by security interests, mortgages and other charges on the assets of the Corporation, including the Properties. It is anticipated that the Construction Loan will, unless determined otherwise by the lender in its sole discretion, place restrictions on the Corporation's ability to make any payments on the Debentures and Non-Voting Shares until the Construction Loan has been repaid in full. Further construction loans will be required to fund the costs of the development of the other phases in the Project. It is anticipated that the total amount of the phase 2, 3 and 4 construction loans will be approximately $18.4 million, $5.4 million and $19.8 million, respectively. It is further anticipated that these loans will not be sought simultaneously and that the outstanding balance at any given time will be less than the maximum amount of the facility. See "Acquisition of the Properties by the Corporation The Construction Loan". ACQUISITION OF THE PROPERTIES BY THE CORPORATION Original Syndication of the Properties by Walton Edgemont Parcel A is currently part of a larger parcel of land held by approximately 280 parties each holding an undivided interest in that parcel. Walton commenced the sale of undivided interests in that parcel to these parties in 2002 at an average price of $43,497 per acre. Walton itself currently holds a 4.20% undivided interest in that parcel. Edgemont Parcel B is currently part of a larger parcel of land held by approximately 290 parties each holding an undivided interest in that parcel. Walton commenced the sale of undivided interests in that parcel to these parties in 2002 at an average price of $47,602 per acre. Walton itself currently holds a 6.07% undivided interest in that parcel. Edgemont Parcel C is currently part of a larger parcel of land held by approximately 300 parties each holding an undivided interest in that parcel. Walton commenced the sale of undivided interests in that parcel to these parties in 2002 at an average price of $47,138 per acre. Walton itself currently holds a 4.14% undivided interest in that parcel. Walton has managed the Properties on behalf of itself and the other land owners since the time of the sale of the undivided interests therein and WDM has provided concept planning services on the Properties to ready them for development. Properties Acquisition The Corporation will use the Available Funds raised from the Offering and from any Follow-on Private Placement to acquire interests in the Properties. Each of the Properties are currently part of larger parcels of land that are managed by Walton on behalf of itself and a number of other landowners. Under the terms of the Subdivision and Property Purchase Agreements, it is a condition of the purchase of the Properties thereunder that the plans of subdivision under which the Properties are subdivided out of these larger parcels of land, will be approved by the City of Edmonton and then registered with the Alberta Land Titles Office. Upon acceptance of the registration of these subdivision plans by the Alberta Land Titles Office, the Properties will be registered as separate parcels of land which can then eventually be sold to the Corporation. As soon as practicable following Closing, the Corporation and, if applicable, WLIA will acquire the Properties. If the Maximum Offering is raised at the Closing, then the Corporation will acquire 100%

47 of the Properties. If the Minimum Offering only is raised, the Corporation will acquire a % undivided interest in Edgemont Parcel C only. If the aggregate amount raised is between the Minimum Offering and the Maximum Offering, the Corporation will acquire a percentage interest in the Properties based on the amount raised. As to the use of proceeds, the Corporation intends to first acquire undivided interests in Edgemont Parcel C. Once it has acquired a 100% undivided interest in Edgemont Parcel C, it will then acquire equal undivided interests in each of Edgemont Parcel A and Edgemont Parcel B until it has acquired a 100% undivided interest in each of those parcels. $20 million, plus the amount of Predevelopment Amounts and Grading Costs incurred to the date of acquisition will need to be raised in order for the Corporation to be able to acquire 100% of Edgemont Parcel C. If the amount raised is less than the Maximum Offering, the Corporation may, prior to the acquisition of any interest in the Properties or after the acquisition of an interest in Edgemont Parcel C, raise further funds pursuant to the Follow-on Private Placement to allow it to increase the percentage undivided interests that it can acquire of the Properties or of the remainder of the Properties, as the case may be. See "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements". If the Corporation acquires less than a 100% interest in a Property, WLIA, an affiliate of the Corporation, WAM and WDM, will acquire the balance of the undivided interest in that Property and a Co-Ownership Agreement between WLIA and the Corporation with respect to such Property will set out their respective rights and obligations as owners of that Property. Thereafter, the Corporation may undertake or continue, as the case may be, the Follow-on Private Placement to raise further funds to acquire further undivided interests in that Property from WLIA until such time as the Corporation owns 100% of that Property or March 31, 2012, whichever is earlier. The Corporation and, if applicable, WLIA will acquire 100% of the Properties for total consideration of $27,150,000, subject to adjustment ($9,647,752.50 for Edgemont Parcel A, $1,609,995 for Edgemont Parcel B and $15,892,252.50 for Edgemont Parcel C), being $135,750.00 per acre. A minor portion of that purchase price will be paid through the issuance of Units by the Corporation to Walton, as described below. The purchase price for the Properties is the mid-point between two independent appraisals prepared by nationally recognized appraisal firms, one being 0.5% higher and the other 0.5% lower than the purchase price. WAM and the Corporation determined, based on the sensitivity analysis described under "The Properties, Area and Investment Plan Edgemont Investment Plan Sensitivity Analysis", that at this price the Corporation could reasonably anticipate achieving the Corporation's investment objectives, including providing annual cash payments representing a Net IRR of 13.5% based on the $10.00 purchase price per Unit under this Offering. The appraisals assumed that certain planning, zoning and other municipal approvals, most of which are anticipated to be received prior to the acquisition of the Properties, have been received and were based on assumptions concerning the status of services and infrastructure which WDM believes to be accurate. Walton currently owns a 4.20% undivided interest in Edgemont Parcel A, a 6.07% undivided interest in Edgemont Parcel B and a 4.14% undivided interest in Edgemont Parcel C. At the time that the applicable Property is acquired by the Corporation and, if applicable, WLIA, Walton will transfer its entire interest in that Property to the Corporation, irrespective of whether WLIA acquires any interest in that Property. Under the terms of the Walton Contribution Agreements, Walton will not receive cash for its interest in the Properties at the time that they are transferred to the Corporation. Instead, Walton will transfer its interests in the Properties to the Corporation in exchange for: (a) with respect to its interest in Edgemont Parcel A 41,303 Units at a price of $9.475 per Unit (being the $10.00 price of a Unit under the Offering less the fee payable to the Agents under the Offering for each Unit sold under the Offering), such aggregate number of Units comprised of (i) 41,303 Non-Voting Shares at a price of $2.50 per share, and (ii) $309,772.50 principal amount of Offering Debentures at a discounted price of $288,088.43;

48 (b) with respect to its interest in Edgemont Parcel B 9,575 Units at a price of $9.475 per Unit, such aggregate number of Units comprised of (i) 9,575 Non-Voting Shares at a price of $2.50 per share and $71,812.50 principal amount of Offering Debentures at a discounted price of $66,785.62; and (c) with respect to its interest in Edgemont Parcel C 67,647 Units at a price of $9.475 per Unit, such aggregate number of Units comprised of (i) 67,647 Non-Voting Shares at a price of $2.50 per share and $507,352.50 principal amount of Offering Debentures at a discounted price of $471,837.83. As the purchase price to be paid by the Corporation for the Properties will be subject to certain adjustments, there may be an adjustment to the number of Units to be issued to Walton by the Corporation referred to above. It is anticipated that any such adjustment will not be material. It is anticipated that at the time of the completion of the closing of the purchase by the Corporation of its interests in the Properties, title to the Corporations interests in the Properties that is to be acquired by the Corporation will be subject to the specific encumbrances described in Schedule "A" to this prospectus. In addition to the above, and assuming no fraud, the state of title to land in the Province of Alberta and the priority of a typical owner's interest is usually subject to the following qualifications: (a) (b) (c) (d) such defects or encroachments as might be revealed by an up-to-date real property report prepared in relation to the Properties and any improvements situated thereon; encumbrances implied pursuant to Section 61 of the Land Titles Act of Alberta; any unregistered liens or claims in favour of the Crown, the Province of Alberta or any municipality or political subdivision thereof; any subsisting reservations or exceptions, including royalties, contained in the original grant from the Crown, as amended by statute, of the lands of which the Properties form a part; any undetermined or inchoate liens for realty taxes and/or utilities which have accrued and are not yet due; any undetermined or inchoate liens incidental to current construction or operations which have not yet been registered against the Properties in accordance with applicable law, or of which written notice has not at this time been duly given in accordance with applicable law, or which relate to obligations not yet due or delinquent; the rights of expropriation, access or user or any similar right conferred or reserved by or in any statute of Canada or Alberta; any statutory liens or levies; the rights of any party in possession of any part of the Properties or having a right thereto by virtue of any unregistered lease of space or an agreement therefor for a period not exceeding three years; any default in title or error in the description of property boundaries or parcels included in a certificate of title as described in Section 62 of the Land Titles Act of Alberta; any claim of a person who has made lasting improvements to the Properties pursuant to

(e) (f)

(g) (h) (i)

(j) (k)

49 Section 69 of the Law of Property Act of Alberta; or (l) any unregistered right of way or easement, or other unregistered interests or claims granted or acquired under any Act or law in force in the Province of Alberta and which is not disclosed by registered title to the Properties.

In connection with the acquisition of the Properties, the Corporation proposes to obtain one or more title insurance policies from a nationally recognized title insurance company, which will, subject to specific exclusions noted in the policy, insure the Corporation against loss sustained by reason of the Corporation not having good and marketable title to the Properties as a result of certain defects to title that may arise. Further, upon the entering into the Construction Loan, first priority security under that loan will be registered against title to the Corporation's interests in the Properties. There can be no assurances that, between the date of this prospectus and the date of the acquisition of interests in the Properties by the Corporation and/or subsequent to the date thereof, further encumbrances and restrictions will not be registered against any of the Properties, including further encumbrances relating to the Construction Loan and/or encumbrances necessary to satisfy other lenders to the Corporation. See "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements", "Acquisition of the Properties by the Corporation The Co-Ownership Agreements", "Acquisition of the Properties by the Corporation The Walton Contribution Agreements", "Acquisition of the Properties by the Corporation The WLIA/Corporation Option Agreements" and "Plan of Distribution". The Subdivision and Property Purchase Agreements 1271262 Alberta Ltd., a company owned by William K. Doherty, President and Chief Executive Officer of the Corporation, has entered into a separate Subdivision and Property Purchase Agreement with Walton, acting on behalf of itself and as an agent on behalf of the other registered owners of the Properties, with respect to each of the three parcels of land comprising the Properties. Under these agreements: (a) Walton has agreed to take the steps necessary to prepare, have approved by the appropriate parties and to have registered by the Alberta Land Titles Office, the plans of subdivision that are necessary to subdivide the Properties from the larger parcels of land that they are now a part of; and After the completion of the subdivisions referred to in (a) above, 1271262 has agreed to acquire: a. Edgemont Parcel A for $9,647,752.50; b. Edgemont Parcel B for $1,609,995.00; and c. Edgemont Parcel C for $15,892,252.50, subject to adjustment, pursuant to the terms contained in the Subdivisions and Property Purchase Agreements. Pursuant to the Assignment Option Agreements, the Corporation and, if applicable, WLIA, have the exclusive right and option to (i) require 1271262 to assign to the Corporation and, if applicable, WLIA, 1271262's interests in the Subdivision and Property Purchase Agreements, including 1271262s rights thereunder to acquire the Properties under the terms thereof, and (ii) assume the obligations of 1271262 under the Subdivision and Property Purchase Agreements. The Subdivision and Property Purchase Agreements will be assigned by 1271262 to the Corporation and, if applicable, WLIA prior to the time that the Corporation and, if applicable, WLIA are to acquire the Properties, in exchange for (A)

(b)

50 payment by them to 1271262 or to such party as 1271262 shall direct, of an amount equal to (i) the deposits paid by or for the benefit of 1271262 to that point, (ii) the Pre-Development Amounts related to Edgemont Parcel C (as referred to below), if any, and Grading Costs (as referred to below), if any, paid by, or for the benefit of, 1271262 to that point, and (iii) all reasonable costs expended by or on behalf of 1271262 in connection with entering into the Subdivision and Property Purchase Agreements or in connection with its due diligence on the Properties or otherwise pursuant to, or in connection with, the Subdivision and Property Purchase Agreements and the Properties, and (B) the assumption of any debt obligations that 1271262 may owe to any third party in connection with (A) above. It is anticipated that any adjustments to the purchase price referred to above will not be material and any extra amounts required to be paid by the Corporation for its interest in the Properties pursuant to such adjustments will be paid out of Working Capital. Under the terms of the Subdivision and Property Purchase Agreements, the obligations of the purchaser(s) thereunder (which will be the Corporation and, if applicable, WLIA) to acquire the Properties are conditional upon, among other things, the purchaser(s): (a) (b) (c) (d) (e) having completed and being satisfied with their due diligence review of the Properties; having arranged financing for the completion of the purchase of the Properties on terms satisfactory to the purchaser(s); being satisfied with the status of the subdivision of the Properties from the larger parcels of land as referred to above; having received satisfactory evidence that the grants of the Easements have been authorized by the current owners of the Properties (as referred to below); and having received satisfactory evidence that the current owners of the Properties have satisfied or waived the vendors conditions in the Subdivision and Property Purchase Agreements in respect of the obtaining of such owner approvals for, among other things, the approval of the subdivision of the Properties from the larger parcels of land as referred to above and the approval of the sale of the Properties to the purchaser(s).

In the event that any of these conditions are not met or have not been waived by the purchaser(s) on or before September 22, 2011, the Subdivision and Property Purchase Agreements will terminate and the Corporation will not acquire any interest in the Properties. In that case, in the event that the Closing under this Offering has occurred prior to that time, the Corporation will repay the Debentures and will wind-up and dissolve and distribute the remainder of the assets of the Corporation, if any, to the holders of the Non-Voting Shares. In those circumstances, the Corporation will have expenses related to, among other things, the formation of the Corporation and the Offering as well any Follow-on Private Placement and other expenses to the date of wind-up and dissolution and, accordingly, the amounts returned to the holders of Offering Debentures and the Non-Voting Shares will be less than the purchase price paid for them under the Offering. See "Use of Proceeds" including Note 2 to the notes thereto. 1271262 and/or the Corporation and, if applicable, WLIA, may waive one or more of the conditions referred to above when such party or parties determines that it is appropriate to do so. All conditions to the obligation of the vendors to sell the Properties under the Subdivision and Property Purchase Agreements have been satisfied or waived by and on behalf of the vendors. Under the terms of the Subdivision and Property Purchase Agreements, the Corporation will be acquiring its interests in the Properties on an "as is, where is" physical and environmental basis. The Subdivision and Property Purchase Agreements provide that (i) the liability of the vendors thereunder to the Corporation and, if applicable, WLIA, as purchasers of the Properties, will be limited to the lesser of actual damages to them and, in the case of Edgemont Parcel A, $350,000, in the case of

51 Edgemont Parcel B, $50,000 and, in the case of Edgemont Parcel C, $500,000, (ii) any claim that the Corporation and, if applicable, WLIA may have against the vendors under the agreement will be limited to a claim for damages only, and not specific performance, and (iii) in the event that the Corporation and, if applicable, WLIA have any claims against the vendors, Walton may, in its sole discretion, provide a written indemnity in respect of some or all of the current registered owners of the Property and, if it does so, the Corporation and, if applicable, WLIA will not bring any claim against such registered owners. Under the terms of the Subdivision and Property Purchase Agreement with respect to Edgemont Parcel C, 1271262 and its assigns under the agreement (including the Corporation and, if applicable, WLIA) are entitled: (a) in an effort to expedite development on Edgemont Parcel C, before the closing of the sale thereof, to incur costs and expenses not to exceed $1,100,000 in the aggregate (the "PreDevelopment Amounts"), which will benefit that Property in relation to preliminary development thereof including, but not limited to, preparation of engineering drawings, onsite and offsite servicing studies, technical studies, topographical surveys, permits for stripping and grading, permits for development, application and review fees by the municipal, provincial, federal or other approving authority having jurisdiction in the approval of the development of that Property, all in support of a municipal subdivision agreement or other pre-development servicing agreement as may be required by the applicable authority; and in an effort to commence development of Edgemont Parcel C on a timely basis, to enter that Property for the purpose of carrying out rough grading of a portion of that Property, which will include, but not be limited to, clearing and removal of existing vegetation, structures and fences, stripping, transporting and stock piling of excess topsoil at a site on that Property, transport, placement and compaction of engineered fill material from the stripped lands, placement of temporary fencing, placement of erosive and sediment control measures associated with the rough grading, as required, placement of appropriate construction signage, carrying out all such measures including, survey, engineering, materials testing, and inspections for rough grading (collectively, the "Grading Work"). The vendors agree that such Grading Work will require the purchaser(s) to incur costs and expenses not to exceed $400,000 in the aggregate (the "Grading Costs").

(b)

If the acquisition of that Property by the purchaser thereunder (which will be the Corporation and, if applicable, WLIA) occurs, such Pre-development Amounts and Grading Costs will be borne by the Corporation and, if applicable, WLIA, in proportion to their respective initial percentage undivided interests in that Property. If the Corporation has waived its conditions under the Subdivision and Property Purchase Agreement for Edgemont Parcel C and fails to purchase that Property, the Pre-Development Amounts and the Grading Costs will not be an obligation of the current owners of that Property. If the Corporation does acquire an interest in that Property, the Corporation will initially pay its share of these Pre-development Amounts and Grading Costs from Working Capital or from the proceeds of the Construction Loan. If the purchaser(s) determine, prior to the acquisition of Edgemont Parcel C, to undertake Grading Work, they are required to obtain comprehensive insurance coverage in respect of that Property and the Grading Work for the benefit of the current owners of that Property. All three parcels of land comprising the Properties are currently managed by Walton on behalf of itself and a number of other owners. The current owners of the Properties have approved the grant of blanket easements among the three parcels for the purposes of installation, operation and maintenance of utilities (both shallow and deep), drainage, storm water management facilities and access by roadways and walkways for the development of the Properties (the "Easements"). These Easements are anticipated to provide necessary drainage, utilities and access in relation to the common development of the Properties.

52 Each of the Subdivision and Property Purchase Agreements provide that an aggregate commission of up to 2.5% of the purchase price of the Property to which that agreement relates will be paid by the vendors of that Property, plus applicable taxes, to such parties that, on behalf of the purchaser(s), assist in, or arrange for, the financing of the purchase price of that Property. See "Use of Proceeds". If the Closing under the Offering has occurred but the Corporation is not able to acquire an interest in any the Properties for any reason on or before December 31, 2011, the Corporation will repay the Debentures and will wind-up and dissolve and distribute the remainder of the assets of the Corporation, if any, to the holders of the Non-Voting Shares. In those circumstances, the Corporation will have expenses related to, among other things, the formation of the Corporation and the Offering as well any Follow-on Private Placement and other expenses to the date of wind-up and dissolution and, accordingly, the amounts returned to the holders of the Offering Debentures and Non-Voting Shares will be less than the purchase price paid for them under the Offering. See "Use of Proceeds", including Note 2 to the notes thereto. The Walton Contribution Agreements Walton currently owns a 4.20% undivided interest in Edgemont Parcel A, a 6.07% undivided interest in Edgemont Parcel B and a 4.14% undivided interest in Edgemont Parcel C. At the time that the applicable Property is acquired by the Corporation and, if applicable, WLIA, Walton will transfer its entire interest in that Property to the Corporation, irrespective of whether WLIA acquires any interest in that Property. Under the terms of the Walton Contribution Agreements, Walton will not receive cash for its interest in the Properties at the time that they are transferred to the Corporation. Instead, Walton will transfer all of its interests in the Properties to the Corporation in exchange for: (a) with respect to its interest in Edgemont Parcel A 41,303 Units at a price of $9.475 per Unit (being the $10.00 price of a Unit under the Offering less the fee payable to the Agents under the Offering for each Unit sold under the Offering), such aggregate number of Units comprised of (i) 41,303 Non-Voting Shares at a price of $2.50 per share, and (ii) $309,772.50 principal amount of Offering Debentures at a discounted price of $288,088.43; (b) with respect to its interest in Edgemont Parcel B 9,575 Units at a price of $9.475 per Unit, such aggregate number of Units comprised of (i) 9,575 Non-Voting Shares at a price of $2.50 per share and $71,812.50 principal amount of Offering Debentures at a discounted price of $66,785.62; and (c) with respect to its interest in Edgemont Parcel C 67,647 Units at a price of $9.475 per Unit, such aggregate number of Units comprised of (i) 67,647 Non-Voting Shares at a price of $2.50 per share and $507,352.50 principal amount of Offering Debentures at a discounted price of $471,837.83. As the purchase price to be paid by the Corporation for the Properties will be subject to certain adjustments, there may be an adjustment to the number of Units to be issued to Walton by the Corporation referred to above. Each of the Walton Contribution Agreements provide that any liability that Walton may incur to the Corporation under the terms of that Walton Contribution Agreement will, except in the event of fraud, be limited to the fair market value of the Offering Debentures and Non-Voting Shares to be issued by the Corporation to Walton in exchange for its interest in the Property to which that Walton Contribution Agreement relates. The Construction Loan The Corporation proposes to enter into a Construction Loan with an arms length financial

53 institution (the "Institution") pursuant to which the Institution will provide financing to be used by the Corporation for the costs of development of Phase 1, as well as certain other costs. It is anticipated that the Construction Loan will consist of non-revolving demand loans (the "Servicing Loan") to pay for Phase 1 and offsite construction costs and a further demand letter credit facility (the "Letter of Credit Facility") for the purposes of issuing performance letters of credit. The maximum amount of these loans and facilities is anticipated to be approximately $27,300,000. The Corporation proposes to enter into the Construction Loan and to use the proceeds therefrom to pay for the costs of development of Phase 1 of the Properties, offsite construction costs and certain other costs. The amounts outstanding under the Construction Loan from time to time will be paid down with the cash flow from the development and sale of serviced lots and parcels from Phase 1. It is anticipated that the Construction Loan will be secured by, among other things, a first priority security interest in all present and after acquired personal property of the Corporation, a floating charge over all of the Corporation's present and after acquired real and other property and a first fixed and specific demand collateral land mortgage over the Properties. If WLIA acquires an interest in one or more of the Properties, it will likely enter into the Construction Loan as well and likely will be required to grant similar security over its assets including its interest in the Properties. Other than for certain offsite construction costs, the Construction Loan will not provide funding for the development of phases of the Properties beyond Phase 1. It is anticipated that further construction loans will be required to fund the costs of the development of those further phases. It is anticipated that future loans will be obtained on substantially similar terms but there can be no guarantee that such construction loans can or will be obtained or, if obtained, that they will be on similar terms as the Construction Loan. It is anticipated that the entering into of the Construction Loan by the Institution will be conditional upon, among other things, the receipt of certain information including construction budgets and timetables, completion and execution of definitive agreements, all to be to the satisfaction of the Institution. It is anticipated that the Construction Loan will be required to be repaid within 24 months of the initial drawdown under the loan. There can be no guarantee that (i) the Construction Loan will eventually be provided by the Institution or that the Institution will not materially alter the terms thereof before it is provided, (ii) any renewal of the Construction Loan, if required, will occur on similar terms thereof or at all, or (iii) that the lender under the Construction Loan will not demand repayment of the amounts owing thereunder at a time when the Corporation does not have the funds to repay this loan. This will require alternate financing which may be considerably more expensive or may not be available. It is anticipated that the lenders of the Construction Loan and any other credit facilities, loans or borrowings entered into by the Corporation will, unless they determine otherwise in their sole discretion, place restrictions on the Corporation's ability to make any payments on the Debentures and Non-Voting Shares until the Construction Loan has been repaid in full. Similar construction loans will be required for subsequent phases. The Corporation has the authority to negotiate and obtain other loans or loan facilities on behalf of the Corporation for the purposes of carrying out the operations of the Corporation and to grant security against the assets of the Corporation, including the Properties, without obtaining the approval of the holders of the Debentures and the Non-Voting Shares. The Corporation may exercise this power in a number of circumstances, including (i) if it wishes to replace the Construction Loan for any reason, (ii) the Construction Loan is not provided, (iii) the Construction Loan is terminated for any reason, or (iv) when other credit facilities, loans or borrowings are required to be entered into by the Corporation to pay for the development of the Properties, including development of the Properties beyond Phase 1, or to pay for other costs of the Corporation. Any such borrowing and the granting of security against the assets of the Corporation with respect thereto, which may be from arm's length third parties and/or, subject to compliance with all applicable laws and receipt of all required regulatory approvals (if any), from affiliates of WAM or from affiliates of holders of Debentures or Non-Voting Shares, will be on such

54 terms as the Corporation determines to be appropriate. Any such borrowings by the Corporation may be evidenced by promissory notes or other evidences of indebtedness. Such borrowings may include securities offerings by the Corporation of indebtedness, such as notes or debentures, which may or may not be secured by the assets of the Corporation, including the Properties. Any further borrowings by the Corporation will likely take priority over payments on the Debentures and Non-Voting Shares. There can be no assurances that the Corporation will be able to obtain financing when required or, if it can obtain such financing, that such financing will be on terms that are reasonable or acceptable to the Corporation. The failure or inability of the Corporation to obtain such financing will have a material negative effect on the ability of the Corporation to develop the Properties on a timely basis, or at all, which will have a material negative effect on the value of the Debentures and Non-Voting Shares and the ability of the Corporation to pay interest or principal on the Debentures or to pay any dividends on the Non-Voting Shares. Charges, costs and fees will be associated with providing security and documenting the relationship of the Corporation with the lenders under the Construction Loan and any other credit facilities, loans or borrowings entered into by the Corporation, which charges, costs and fees may be material and will have to be paid by the Corporation. The Project Management Agreement WDM, the Corporation and WLIA, have entered into the Project Management Agreement dated , 2011. Under the Project Management Agreement, WDM will act as the manager of the development of the Project, on behalf of the Co-Owners, including the Corporation, in connection with all matters that are required to be done in order to maintain, develop and sell the Properties. WDM will provide management and other support services with respect to the Project, including without limitation (i) preparing, making, negotiating and monitoring applications required for approvals from all municipal and other authorities in order to subdivide, develop, service and sell the Properties and to undertake and carry out the Project, (ii) the retainer and supervision of consultants, (iii) negotiations with adjoining property owners, (iv) the designs and specifications for the construction of underground services and surface improvements upon or under the Properties or off-site from the Properties, (v) the retainer and supervision of managers and contractors to perform the off-site and on-site work, (vi) the creation of subdivisions plans, the submission for approval of those plans and the monitoring of those applications, (vii) the keeping of books and records of account, (viii) the preparation of budgets, reports and schedules, (ix) arranging project and construction financing (including the Construction Loan), (x) the marketing, sale and conveyancing of the Properties, and (xi) providing progress and financial reports. These services are required to be performed by WDM honestly, in good faith and with a view to the best interests of the CoOwners. WDM agrees to exercise the care, diligence and skill that a reasonably prudent manager would exercise in comparable circumstances. Under the Project Management Agreement, WDM will receive the Development Fee, plus applicable taxes thereon, which Development Fee will be calculated quarterly and will be, with respect to a calendar quarter, equal to 2.0% of the Hard Development Costs incurred in that calendar quarter. The Development Fee for a calendar quarter will be paid by the Co-Owners to the Project Manager on or before the 60th day following the last day of that calendar quarter and will be payable by the Co-Owners in accordance with their respective proportionate undivided interests in the Properties as of the last day of that calendar quarter. In addition, WDM will receive the Performance Fee, plus applicable taxes thereon, from the Corporation and, if applicable, WLIA to be calculated as follows: once the holder of a Unit Set has received aggregate cash payments or distributions on that Unit Set of $10.00 plus the Priority Return thereon calculated from the Closing of the Offering, then WDM shall be entitled to a fee equal to 25% of all payments or distributions made thereafter on that Unit Set.

55 Under the Project Management Agreement, any amendment to the Project Management Agreement changing the basis of the calculation of the Development Fee or Performance Fee to be paid to WDM must be approved by holders (other than Walton Group holders) holding a majority of the NonVoting Shares that vote on such matter. The Priority Return is not a guarantee of a return of any amount on an investment in the Debentures and Non-Voting Shares. All amounts payable to WDM under the Project Management Agreement which are not paid when due will bear interest from the date due to the date paid at a rate equal to the prime rate as defined in the agreement, plus three percent (3%) per annum, calculated and compounded monthly. Any Performance Fee amounts payable to WDM under the Project Management Agreement will be calculated at the entity level and payable by the Corporation and, if applicable, WLIA independently. WDM will, not less than semi-annually, prepare for approval by the Co-Owners a development budget for the Project and will, from time to time, review the budget and recommend for the approval of the Co-Owners those variations as WDM deems appropriate. When a budget has been approved by the Co-Owners, WDM will be authorized to do all such acts and make all such expenditures as may be required for the Project, provided that they are in accordance with the provisions of the approved budget or as are otherwise approved by the Co-Owners, except that certain actions, as specified in the Project Management Agreement, will require specific approval of the Co-Owners (whether or not such action and expenditures are included in an approved budget), including, but not limited to (i) contracts requiring the expenditure of more than $200,000 in any given year, (ii) change orders under construction contracts in an amount more than $100,000, (iii) payment of any cost or creation of liability for a cost which would cause an approved budget to be exceeded by 5% or more, (iv) borrowing of money or the creation of any mortgage, encumbrance or other security interest affecting any of the Properties, (v) any lease of any of the Properties or any improvements located on any of the Properties, (vi) any sale or other disposition of all or any part of the Properties, (vii) approval of project phasing plans, budgets, terms of project financing or marketing plans, (viii) obligating any of the Co-Owners as sureties, guarantors, or indemnitors, to any obligation, and (ix) lending any funds of the Co-Owners to any third party or extending credit to any party on behalf of the Co-Owners. Under the Project Management Agreement, each Co-Owner grants to WDM a power of attorney constituting WDM, with full power of substitution, as the Co-Owner's true and lawful attorney and agent, with full power and authority, in the Co-Owner's name, place and stead to execute, swear to, acknowledge, deliver, and record or file, as and where required, all documents necessary to carry out the acts authorized by the Co-Owners pursuant to the agreement. This power of attorney will survive the insolvency, bankruptcy, liquidation, dissolution, winding up or other legal incapacity of the Co-Owners and extends to bind the successors and assigns of the Co-Owners. The term of the Project Management Agreement will continue until the latest of the date (i) that all of the Properties that are subject to the terms of the Project Management Agreement have been sold by the Co-Owners, (ii) upon which the parties to the Project Management Agreement have satisfied their obligations under the "Development Agreements/Servicing Agreements" (as that term is defined in the Project Management Agreement) with respect to the Properties, including all warranties thereunder and (iii) upon which all amounts (including amounts in respect of assets held by the Corporation) available for payment or distribution to the holders of the Debentures and Non-Voting Shares have been paid out. The Project Management Agreement can be terminated by WDM at any time upon providing 90 days' written notice of the termination to the Co-Owners. In the event that WDM materially fails to diligently and properly perform its duties under the Project Management Agreement, the Co-Owners can, acting jointly, give notice to WDM of their intention to terminate the agreement and, unless WDM, within 60 days of receipt of such notice, cures the

56 failure to perform or advises the Co-Owners that it disputes their intention to terminate the agreement in accordance with the terms of the agreement, the agreement will terminate on such sixtieth day. In the event that certain other stated events in connection with WDM occur, including in connection with the bankruptcy, insolvency, dissolution, liquidation or winding up of WDM or an execution or judgment against WDM for the payment of money in excess of $2,500,000 remains unsatisfied for such period as would permit any assets or property of WDM to be sold thereunder, then the Project Management Agreement may be terminated by the Co-Owners, in some cases after provision of written notice thereof to WDM of 60 days or more. If WDM gives the Co-Owners notice that it disputes the intention of the Co-Owners to terminate the agreement, then a procedure is provided for in the agreement to cause the parties to meet in an attempt to resolve such disagreement and, if the disagreement is not resolved, either WDM or the Co-Owners may refer the matter to arbitration in accordance with the agreement. If the Project Management Agreement is terminated for any reason, at the time of such termination, WDM will be entitled to the following: (a) the Development Fees and the Performance Fees that WDM has earned but has not been paid for the period up to and including the effective date of such termination, together with any additional amounts that WDM is entitled to as described below in paragraph (c); reimbursement of all amounts (including expenses) that WDM would have been entitled to receive by reimbursement under the agreement; and in the event that the Co-Owners terminate the Project Management Agreement for any reason other than because of WDMs failure to diligently and properly perform its duties under the Agreement, in addition to the amounts described above in paragraph (a) and (b), compensation equal to the net present value (utilizing a discount rate of 10%) at the time of such termination of the aggregate of the Development Fee and the Performance Fee, if any, that WDM would have received over the remaining life of the Project had such termination not occurred, based upon the pro forma projections as at the date of termination and as approved by the Co-Owners. For greater certainty, if the Co-Owners terminate the Project Management Agreement following acceptance by the Co-Owners of an offer to purchase some or all of the Properties (the "Offer"), but before paying WDM its aggregate Performance Fees and Development Fees, the pro forma projections to be used will be based on the purchase price for the Properties in the Offer, and the actual revenues and expenses of the phases of the Project that have been constructed, or are under construction, as at the date of acceptance of the Offer.

(b) (c)

The amounts payable by the Co-Owners to WDM on termination of the agreement will be payable in accordance with their respective undivided interests in the Properties. Under the terms of the Project Management Agreement, the Co-Owners agree, both before and after the termination of the agreement, to severally (but not jointly and severally) indemnify WDM, its general partner and their respective officers, directors, shareholders, employees and agents from any and all actions, causes of action, suits, debts, costs, expenses, claims or demands, arising in connection with the performance by WDM or its general partner of their respective obligations under the agreement, provided such indemnity does not extend to any breach of the agreement by WDM or its general partner or any negligence, bad faith, wilful misconduct or breach of its standard of care by WDM or its general partner or their employees or any other person for whom it is responsible at law. WDM agrees, both before and after the termination of the agreement, to indemnify the Co-Owners and their respective officers, directors, shareholders, employees and agents from any and all actions, causes of action, suits, debts, costs, expenses, claims or demands, arising in connection with any breach by it of the terms of the Project Management Agreement or the negligence, bad faith, wilful misconduct or breach of its standard

57 of care by WDM or its employees or any other person for whom it is responsible at law, provided such indemnity does not extend to any breach of the agreement by either of the Co-Owners or any negligence, bad faith or wilful misconduct of either of the Co-Owners or their respective employees or any other person for whom any of them is responsible for at law. Recourse by WDM against the Co-Owners for claims arising in respect of the Project will be limited to the respective proportionate undivided interests of the Co-Owners in the Properties. Recourse by the Co-Owners against WDM for claims arising in respect of the Project will be limited in total, as it relates to all the Co-Owners, to the fees earned by WDM under the agreement. The Project Management Agreement provides that WDM is not restricted in any way from conducting any other business or activity whatsoever (including the acquisition, development, financing, leasing, sale, operation and management of any real property) outside of the development of the Properties, and it is in no way required to account to the Co-Owners with respect to such other activities. The Management Services Agreement WAM and the Corporation have entered into the Management Services Agreement dated , 2011 whereunder WAM will provide management, administrative and support services to the Corporation. Under the terms of that agreement, WAM has the ability to appoint, retain or engage third parties, including its affiliates, to assist WAM in the performance of its services under the agreement. The services to be provided by WAM as manager under the Management Services Agreement include, but are not limited to, the following (i) supervising and managing the business and affairs of the Corporation, (ii) preparing or reviewing budgets for the Corporation, (iii) supervising the offering and sale of the securities of the Corporation, (iv) maintaining accounting records of the Corporation, (v) authorizing the payment of operating expenses incurred on behalf of the Corporation, (vi) preparing financial statements, income tax forms and financial and accounting information, as required, (vii) providing holders of Debentures and Non-Voting Shares with financial statements and other reports, as are required by applicable law from time to time, (viii) providing for cash reserve management and valuation services for the Corporation, (ix) providing investor relations services, (x) monitoring and ensuring compliance by the Corporation with regulatory requirements, (xi) preparing the Corporations reports to holders of Debentures and NonVoting Shares and the Canadian securities regulatory authorities, (xii) determining the amount of payments by the Corporation to the holders of its Debentures and Non-Voting Shares; (xiii) negotiating contractual agreements as necessary and desirable for the operation of the Corporation; (xiv) monitoring the management of the development of the Properties, (xv) assisting in obtaining and maintaining mortgage financing including in connection with the Properties, (xvi) negotiating, entering into and carrying out agreements that are necessary or appropriate for matters relating to the Properties, and (xvii) performing such other administrative duties as a reasonably prudent administrator would provide and such other administrative duties as the Corporation may reasonably request. WAM will agree to carry out its services under the Management Services Agreement in a reasonable and prudent manner, it will exercise its duties honestly, in good faith and with a view to the best interests of the Corporation and it will exercise the care, diligence and skill that a reasonably prudent manager would exercise in comparable circumstances. In consideration for providing management and administrative services under the Management Services Agreement, WAM will receive from the Corporation the Management Fee, plus applicable taxes thereon, which Management Fee shall consist of: (a) from the date of the Closing until the earlier of the date of termination of the Management Services Agreement and June 30, 2016, an amount equal to 2% annually of the aggregate of the Net Proceeds raised from the Offering, the net proceeds raised from any Units sold under a Follow-On Offering and the aggregate issue price of the Units to be issued by the Corporation to Walton in exchange for its undivided interests in the Properties, paid quarterly at the end of each fiscal calendar quarter. This fee will first be

58 paid at the end of the fiscal calendar quarter in which the date of the Closing occurs prorated for the period commencing on such date and ending on the last day of that quarter; (b) for each fiscal calendar quarter after June 30, 2016 until the date of the termination of the Management Services Agreement, an amount equal to 2.0% annually of the book value of the Properties calculated and payable quarterly based on the balance sheet of the Corporation at the end of applicable previous calendar quarter; plus an amount, calculated semi-annually and paid as soon as practicable after the end of each calendar semi-annual period, equal to the Servicing Fee for that calendar semi-annual period.

(c)

In the event that the agreement is terminated or WAM's engagement thereunder is terminated, WAM will be entitled to its fee referred to in (a) and (b) above up to the time of termination. If WAM no longer serves as the manager of the Corporation, it will no longer be entitled to receive the Management Fee. Under the Management Services Agreement, any amendment to the Management Services Agreement changing the basis of the calculation of the Management Fee to be paid to WAM must be approved by holders (other than Walton Group holders) holding a majority of the Non-Voting Shares that vote on such matter. WAM may resign as manager under the Management Services Agreement at any time in its sole discretion by providing 90 days prior written notice to the Corporation. No such resignation will become effective until a successor manager has assumed in writing the responsibilities of WAM under the agreement. If at any time: (a) WAM breaches or fails to observe or perform any of its material obligations under the Management Services Agreement and fails to cure the breach within the required period of time, then the Corporation may terminate the agreement on 10 business days notice to WAM; certain stated events in connection with WAM or the Corporation occur, including in connection with the bankruptcy, insolvency, dissolution, liquidation or winding up thereof, then the other of WAM or the Corporation may terminate the agreement on 10 business days notice to the other party; or the Corporation sells or otherwise divests itself of all of its assets, then WAM or the Corporation may terminate the agreement on 10 business days notice to the other party.

(b)

(c)

In addition, the Corporation may terminate WAM's engagement under the agreement on 90 days' written notice in the event of (i) WAM's persistent failure to perform its duties or obligations under the agreement, or (ii) the continuing malfeasance or misfeasance of WAM in the performance of its duties. Under the terms of the Management Services Agreement, the Corporation will indemnify WAM and WAM's general partner and their respective officers, directors, employees and agents from and against all debts, obligations, duties, agreements, claims, losses, actions, proceedings, costs, expenses and damages suffered by such parties in connection with the performance of WAM's obligations under the agreement, except for such costs, expenses and damages occasioned by the negligence, wrongful act or wilful omission any of such parties. Under the terms of the Management Services Agreement, WAM will indemnify the Corporation and its officers, directors, employees and agents from and against all debts,

59 obligations, duties, agreements, claims, losses, actions, proceedings, costs, expenses and damages suffered by any of such parties in connection with any material breach of any material provision of the agreement or by reason of any negligence or wrongful act or omission of WAM. Recourse against WAM under the Management Services Agreement for claims arising in respect thereof will be limited in total to the fees paid to WAM under the agreement and be satisfied only out of the property of WAM. Under the terms of the Management Services Agreement, WAM, in its sole discretion, may (i) prior to any closing of any Follow-on Private Placement, on behalf of the Corporation, pay for or fund any amount of fees to the selling agents thereof that the Corporation is responsible for pursuant to an agency agreement, and (ii) prior to the first closing of any of this Offering or of any Follow-on Private Placement, on behalf of the Corporation, pay for or fund any of the Corporation's offering expenses relating to such offerings. All amounts so paid or funded by WAM will constitute loans made by WAM to the Corporation and will be repaid by the Corporation out of the closing proceeds of those offerings plus interest thereon from the date such amounts were paid or funded to the time of full repayment thereof at a rate equal to the amount prescribed from time to time under the Tax Act for low interest loans and other related party transactions, not compounded. The Co-Ownership Agreements The Corporation and WLIA have entered into Co-Ownership Agreements dated , 2011 with respect to each of the Properties. If less than the amount of the Maximum Offering is realized from the Offering and any Follow-on Private Placement, the Corporation will acquire the maximum percentage undivided interests in those Properties that it can acquire with the Available Funds and WLIA will acquire the balance of the undivided interests in those Properties in which the Corporation has acquired an interest that is less than 100%. Thereafter, the Co-Ownership Agreements will govern the relationship between the Corporation and WLIA as Co-Owners of those Properties in which both of them own an interest. The agreements will set out their respective rights and obligations as Co-Owners in connection with the ownership, management and sale of those Properties and their participating interests therein. Each of the Co-Ownership Agreements provide that the term thereof will commence on the date of execution thereof and will continue in force until the earlier of: (i) the Corporation obtaining a 100% interest in the Property to which that agreement relates; and (ii) the later of (A) the date that the whole of that Property has been sold by or on behalf of the Co-Owners, (B) the date upon which the Co-Owners and WDM have satisfied their obligations under the "Development Agreements/Servicing Agreements" (as that term is defined in the Co-Ownership Agreement), with respect to that Property, and (C) the date upon which all amounts (including amounts in respect of assets held by the Corporation) available from that Property for payment or distribution to the holders of the Debentures and Non-Voting Shares have been paid or distributed. Pursuant to the Co-Ownership Agreements, each of the Corporation and WLIA will own, as tenants in common and as their separate property, their undivided interests in the applicable Properties. Subject to those services to be provided by WDM to the Co-Owners pursuant to the Project Management Agreement, the Corporation will, as between itself and WLIA as Co-Owners, manage the Properties to which the applicable Co-Ownership Agreements relate and make all decisions regarding those Properties and the management thereof. Pursuant to the Co-Ownership Agreements, the Co-Owners acknowledge that the Corporation will delegate to WAM, pursuant to the Management Services Agreement, all of its responsibilities under the Co-Ownership Agreements. Under the Co-Ownership Agreements, the Corporation will be required to discharge its duties thereunder honestly, in good faith, and in the best interests of the Co-Owners exercise the care, diligence and skill of a reasonably prudent person. The Corporation and WLIA will each be responsible for its share of the fees and costs related to the management, operations and development of the Properties to which the applicable Co-Ownership Agreements related in accordance with its respective participating interests in those Properties.

60 Under the Co-Ownership Agreements, except for gross negligence, wilful misconduct or fraudulent acts, the Corporation will not be liable to WLIA, in connection with the performance of its duties as manager of the applicable Properties, for (i) any mistakes or errors in judgment, or (ii) any act or omission believed in good faith to be within the scope of its authority conferred by the Agreement. The Corporation will indemnify and hold harmless WLIA from and against all costs incurred and damages suffered by WLIA as a result of gross negligence, wilful misconduct or fraudulent act by the Corporation or as a result of any act or omission by the Corporation not believed in good faith by the Corporation to be within the scope of its authority conferred by the agreements. The Co-Ownership Agreements provide that, except as expressly permitted therein, a Co-Owner will not mortgage or encumber or sell or transfer all or any part of its interest in the applicable Property without the prior written consent of the other Co-Owner. However, a Co-Owner may sell or transfer all, but not less than all, of its interest in that Property to any affiliate thereof if that Co-Owner and the affiliate enter into an agreement with the other Co-Owner to the effect that (i) the affiliate will remain an affiliate of that Co-Owner so long as the affiliate holds such interest in that Property, (ii) prior to the affiliate ceasing to be an affiliate of that Co-Owner, it will transfer its interest back to that Co-Owner or to another affiliate of that Co-Owner, provided that the other affiliate enters into a similar agreement with the remaining Co-Owner, and (iii) the affiliate will otherwise be bound by, and have the benefit of, the provisions of the Co-Ownership Agreement. Under the terms of the Co-Ownership Agreements, in the event of bankruptcy, insolvency, winding-up or liquidation of a Co-Owner, or if a receiver is appointed with respect to the assets of a CoOwner, or in the event of a transfer, voluntary or involuntary, by a Co-Owner of any part of its interest in the applicable Property to any creditor in satisfaction of any debt, the solvent Co-Owner has the sole, exclusive and irrevocable option to purchase all, but not less than all, of the other Co-Owner's interest in that Property at a price equal to the fair market value of the insolvent Co-Owner's interest in that Property net of liabilities, sales commissions and applicable taxes. In the event that the solvent Co-Owner exercises its option to acquire the insolvent Co-Owner's interest in that Property, the purchase price will be payable over a four year period. See "Acquisition of the Properties by the Corporation Properties Acquisition", "Use of Proceeds" and "Plan of Distribution". The WLIA/Corporation Option Agreements The Corporation and WLIA have entered into the WLIA/Corporation Option Agreements dated , 2011 whereunder the Corporation will have the exclusive right and option to require WLIA to transfer to it further percentage undivided interests in the Properties with the proceeds that the Corporation raises from any Follow-on Private Placement after the time that the Corporation and WLIA acquire interest in the Properties. The consideration for the transfer of a percentage undivided interest in a Property from WLIA to the Corporation will be: (a) the payment by the Corporation to WLIA of an amount that is equivalent to the purchase price of that Property under the Subdivision and Property Purchase Agreement that relates to that Property for such percentage undivided interest plus, in the case of Edgemont Parcel C, an amount equal to WLIA's share of the Pre-Development Amounts and Grading Costs that are attributable to such percentage undivided interest (excluding any such amounts that are included in (b) below); and the assumption by the Corporation of the indebtedness of WLIA, if any, under the Construction Loan that is attributable to such percentage undivided interest, including assuming WLIA's obligations under any security related thereto.

(b)

This option will not be exercisable by the Corporation with respect to a Property at any time after

61 a bona fide offer has been made in writing by a third party to acquire all of the Property from the Corporation and WLIA until such time as either of the Corporation or WLIA rejects the offer. Should the third party offer be rejected by the Corporation or WLIA, the option will be available again for exercise by the Corporation. The WLIA/Corporation Option Agreements will terminate on the earlier to occur of the Corporation owning 100% of the applicable Property or March 31, 2012, whichever is earlier. Under the terms of the WLIA/Corporation Option Agreements, the Corporation will be acquiring such additional undivided interests in the Properties from WLIA on an "as is, where is" physical and environmental basis. The liability of WLIA to the Corporation under the WLIA/Corporation Option Agreements will be limited to the lesser of the Corporation's actual damages or 10% of the applicable price paid by the Corporation to WLIA under the agreement. See "Acquisition of the Properties by the Corporation Properties Acquisition". SELECTED FINANCIAL INFORMATION The financial statements of the Corporation for the period from the date of its formation to May 19, 2011 are included in this prospectus. The Corporation was only recently formed and capitalized with nominal capital. As it has not carried on any business to date, it does not have material assets or cash flow from financing or from operations. EARNINGS COVERAGE RATIOS The Corporation was incorporated on May 5, 2011. As such, the Corporation has not had any earnings to date and currently has no outstanding long-term debt. In the event of the Maximum Offering being sold, the total principal amount of the Debentures issued will be $23,388,937.50 (including the principal amount of Debentures to be issued to Walton for its interests in the Properties) and it is anticipated that the Corporation, in connection with the development of Phase 1 of the Project, will enter into the Construction Loan the maximum amount of which is anticipated to be approximately $27,300,000. In the event of the Minimum Offering being sold, the total principal amount of the Debentures issued will be $ (including the principal amount issued to Walton for its interests in the Properties) and it is anticipated that the Corporation, in connection with the development of Phase 1 of the Project, will enter into the Construction Loan, the maximum amount of which is anticipated to be approximately $. Given the uncertainties involved in connection with predicting the Corporations annual earnings and debt servicing requirements, it is difficult to determine whether the earnings coverage ratio with respect to the Debentures and the Construction Loan will be in excess of one-to-one. The tables below provide the estimated earnings coverage and cash flow coverage with respect to payment of interest on the Debentures and Construction Loan based on the Minimum Offering and Maximum Offering for the first 12 months after the issuance of the Debentures, and for the duration of the project: Estimated Earnings Coverage Annual interest on Debentures (1) Debenture servicing costs
(2)

Assuming Minimum Offering $ n/a $ $

Assuming Maximum Offering $1,871,115 n/a $1,871,115 $183,501

Required earnings for 1:1 ratio on Debentures Interest on Construction Loan (3)

62 Construction Loan fees and costs (4) Required earnings for 1:1 ratio on Debentures and Construction Loan (5)
Notes: (1) (2) (3) Interest for the first 12 months is based on the opening principal balance of the Offering Debentures multiplied by the 8% interest rate. WAM does not anticipate any material Debenture servicing costs over the life of the Project. Interest on the Construction Loan for the first 12 months is based on WAMs estimate as to the timing construction costs being incurred and timing of Construction Loan repayment which in turn is based on certain assumptions regarding performance of the Project, as referred to in outlined in "The Properties, Area and Investment Plan Edgemont Investment Plan". WAM and WDM anticipate that the interest rate applicable to the Construction Loan will be the prevailing bank prime rate plus 1.5%. Construction Loan fees for the first 12 months are based on WAMs estimate of such fees relative to the total anticipated construction costs of the Project and is based upon the experience of the Walton Groups ongoing horizontal development projects. Calculated as the sum of interest on Debentures, interest on Construction Loan and Construction Loan fees and costs.

$ $

$224,323 $2,278,939

(4)

(5)

DESCRIPTION OF THE SECURITIES DISTRIBUTED The Corporation is offering a maximum of 3,000,000 Units, at a purchase price of $10.00 per Unit, each Unit comprised of $7.50 principal amount of Offering Debentures and one Non-Voting Share at a price of $2.50 per share. The Offering Debentures and Non-Voting Shares are separable after the issuance of the Units, provided that a holder may not sell any of one security without selling a proportionate number of the other security to the same person. See "Requirement of Proportionate Transfer of Debentures and Non-Voting Shares" below. The Non-Voting Shares Holders of Non-Voting Shares are entitled to receive dividends as and when declared by the board of directors of the Corporation and, except in the limited circumstances provided for in the ABCA, are not entitled to vote at or attend any meetings of shareholders of the Corporation. Upon the Corporation's voluntary or involuntary liquidation, dissolution or winding-up, after payment of liabilities, the holders of Non-Voting Shares are entitled to share rateably amongst themselves in the remaining assets available for distribution, if any. The Corporations objective of a Net IRR of 13.5% on the $10.00 offering price of a Unit in this Offering is based on, among other things, the purchaser of a Unit hereunder continuing to hold the Non-Voting Share and Offering Debentures comprised in that Unit until the completion of the Project. As a result, the Non-Voting Shares (including those held on behalf of the holders through trustees or agents or through the CDS book based system) are not permitted to be sold, assigned or transferred by the holder thereof, in whole or in part, unless the holder also concurrently sells, assigns or transfers to the same person, the same proportionate principal amount of the Offering Debentures and Interest Debentures held by the holder on the date of transfer as the number of Non-Voting Shares being sold bears to the total number of Non-Voting Shares held by the holder at that time. Each holder of Debentures, by his acceptance thereof, agrees to and shall be bound by the provisions referred to above as it relates to Offering Debentures, Interest Debentures or Non-Voting Shares. The Debentures The rights, terms and obligations under the Debentures are governed by the Indenture. The following is a summary of certain material provisions of the Indenture. This summary does not purport to be complete and reference should be made to the Indenture itself, a copy of which is available from the Corporation and on www.sedar.com.

63 General The Debentures will be issued pursuant to the terms of the Indenture. The Debentures will be unsecured direct debt obligations issued by the Corporation and will not be secured by any mortgage, pledge, hypothec or other charge. See "Details of the Securities Distributed The Debentures Subordination" below. Under the terms of the Indenture, the Corporation is authorised to issue an unlimited principal amount of Offering Debentures and an unlimited principal amount of Interest Debentures.

Interest Payments
The Offering Debentures and the Interest Debentures will bear interest at the rate of 8% per annum on the principal amount thereof remaining from time to time owing. Except as otherwise provided below, such interest shall accrue from day to day, but not be compounded, from and including the issue date thereof (or, after the first Interest Determination Date after the issue of such Debenture, from and including the most recent Interest Determination Date) to but excluding the Maturity Date. Unpaid interest accrued to, but excluding, each Interest Determination Date will be payable in arrears to persons who were registered holders of the Debentures on such Interest Determination Date and, unless the Corporation elects to issue Interest Debentures, will be paid on or before the Interest Payment Deadline Date relating to the Interest Determination Date. Any interest that is not paid on or before the applicable Interest Payment Deadline Date and for which the obligation to pay is not evidenced by Interest Debentures, will be considered overdue and will accrue interest from, and including, that Interest Payment Deadline Date at the same rate indicated above for that Debenture. Subject to the other matters disclosed in "Description of the Securities Distributed The Debentures", any interest amounts on the Debentures will be provided by the Corporation to the Trustee prior to the date the Corporation proposes that interest on the Debentures be paid to Debentureholders. Thereafter, the Trustee will send or forward by prepaid ordinary mail or such other means as may be agreed to by the Corporation, payment of such interest (less any tax required by law to be withheld therefrom and remitted by the Corporation or the Trustee on behalf of the Corporation to the appropriate taxation authorities) to the registered holders of Debentures appearing on the register maintained by the Trustee as at the applicable Interest Determination Date on or before the applicable Interest Payment Deadline Date and addressed to the Debentureholders at the holders last address appearing on the register, unless such holder otherwise directs in writing. Maturity Date of Debentures, Extension of Maturity Date and Acceleration of Payment of Debentures The amounts due upon maturity or acceleration of repayment of the Debentures will, subject to the other matters disclosed in "Description of the Securities Distributed The Debentures", be provided by the Corporation to the Trustee prior to the Maturity Date or Acceleration Date, as the case may be. Thereafter, the Trustee, on behalf of the Corporation, will pay to each holder entitled to receive payment the amount they are entitled to be repaid on that date (less any tax required by law to be withheld therefrom and remitted by the Corporation or the Trustee on behalf of the Corporation to the appropriate taxation authorities) upon surrender of the certificates representing such Debentures at the principal office of the Trustee. The Trustee is under no obligation to invest such funds received. The Corporation may, in its sole discretion, extend the Maturity Date of the Debentures, one or more times, for up to one year periods each time, by giving the Trustee, at least 20 days prior to the Maturity Date (as extended from time to time), a notice in writing stating that the Corporation is extending the Maturity Date and stating the new Maturity Date, provided that the Maturity Date may not be extended beyond December 31, 2018. The Corporation may, in its sole discretion, elect to repay all or a portion of the principal amount of the Debentures and/or any accrued and unpaid interest thereon, on a pro rata basis and in accordance

64 with the Indenture, on a date and time that is earlier than the Maturity Date (the "Acceleration Date") by delivering to the Trustee a Payment Acceleration Notice, no later than the date which is 10 days prior to the Acceleration Date. Ranking of Payment of Debentures and Interest Subject to the other matters disclosed in "Description of the Securities Distributed The Debentures", and other than as provided below and elsewhere in the Indenture, each Debenture will rank (i) equally and rateably with all other Debentures, (ii) subordinate to all Senior Indebtedness, and (iii) subject to statutory preferred exceptions, pari passu with all other present and future unsecured indebtedness of the Corporation. With respect to repayment of the principal amount of the Debentures and the payment of interest thereon, such payment will be made in the following order: (a) (b) firstly, payment of all accrued and unpaid interest that is due on the Interest Debentures, rateably and proportionately, in the order of the date such unpaid interest has accrued; secondly, payment of the principal amount of the Interest Debentures in the order in which such Interest Debentures were issued with the principal amount of the Interest Debentures that were issued on the same day to be paid rateably and proportionately; thirdly, payment of all accrued and unpaid interest that is due on the Offering Debentures, rateably and proportionately, in the order of the date such unpaid interest has accrued; and fourthly, payment of the principal amount of the Offering Debentures rateably and proportionately.

(c) (d)

Subordination The indebtedness evidenced by any Debentures, including the principal amount of, premium (if any) and interest on, the Debentures, will be subordinated and subject in right of payment, as set forth in the Indenture, to the prior payment in full of all Senior Indebtedness of the Corporation, which will be defined in the Indenture as the principal of and premium, if any, and interest on, and any other amounts in respect of, all indebtedness of the Corporation (whether outstanding as at the date of the Indenture or thereafter incurred, and including, without limitation, any indebtedness under the Construction Loan or other loan facilities to fund the development of the Properties and indebtedness to trade creditors of the Corporation), other than indebtedness evidenced by the Debentures, and all other existing and future indebtedness or other instruments of the Corporation which, by the terms of the instrument creating or evidencing the indebtedness, is expressed to rank pari passu with, or subordinate in right of payment to, the Debentures. The Indenture will provide that in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relating to liabilities incurred on behalf of the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation, those holders of Senior Indebtedness, including, among other things, any indebtedness to trade creditors, will receive payment in full or provision made for such payment before the Debentureholders will be entitled to receive any payment or distribution of assets of the Corporation, whether in cash, property or securities. The Indenture also will provide that the Corporation will not make any payment with respect to the principal amount of, or interest on, the Debentures, and the Debentureholders will not be entitled to demand, institute proceedings for the collection of, or receive any payment or benefit (including without limitation by set-off, combination of accounts or realization of security or otherwise in any manner whatsoever) on account of the Debentures (a) in a manner inconsistent with the terms (as they exist on the date of issue) of the Debentures, or (b) at any time when an event of default has occurred under the Senior Indebtedness and is continuing and the notice of such event of default has been given by or on behalf of the holders of

65 Senior Indebtedness to the Corporation, unless the Senior Indebtedness has been repaid in full. The subordination of the Debentures to the Senior Indebtedness does not impair in any way the right of a Debentureholder to receive Interest Debentures as evidence of the Corporations obligation to pay interest or Non-Voting Shares in respect of principal and interest pursuant to the Indenture. Right to Repay Principal Amount and Interest on Maturity or Acceleration with Non-Voting Shares Subject to the receipt of any required regulatory approvals and other provisions in the Indenture, the Corporation may, at its option and sole discretion, in exchange for, or in lieu of, repaying the Debentures in money, elect to satisfy its obligation to repay all or any portion of the principal amount of the Debentures outstanding and/or all or any portion of accrued and unpaid interest on the Debentures, by issuing and delivering to the holders of Debentures on a pro rata basis on the Maturity Date or Acceleration Date, as the case may be, such number of Non-Voting Shares obtained by dividing the principal amount of the Debentures (or applicable portion thereof) together with the amount of the accrued and unpaid interest (or applicable portion thereof) by the Current Market Price per Non-Voting Share at that time (the "Share Repayment Right"). The Corporation will exercise the Share Repayment Right by delivering a notice (as specified in the Indenture) to the Trustee not less than 10 days prior to the Maturity Date or Acceleration Date, as the case may be. Upon the valid presentation and surrender of the Debentures for payment upon or after the Maturity Date or Acceleration Date, as the case may be, in accordance with the Indenture, the Trustee will (i) pay or cause to be paid to the Debentureholders the principal amount of such Debentures and accrued and unpaid interest thereon to which they are entitled and for which Non-Voting Shares are not being issued, and (ii) issue or cause to be issued to the holders of such Debentures the Non-Voting Shares to which such holders are entitled pursuant to the election of the Share Repayment Right by the Corporation. Right to Pay Interest by way of Non-Voting Shares or Evidence Obligation to Pay Interest by way of Interest Debentures Subject to the receipt of any required regulatory approvals and other provisions in the Indenture, the Corporation will have the right, at its option and sole discretion and at any time and from time to time, in exchange for or in lieu of paying all or any portion of accrued and unpaid interest on the Debentures in money, to: (a) elect to satisfy its obligation to pay all or such portion of the interest by issuing and delivering to Debentureholders on a pro rata basis that number of Non-Voting Shares obtained by dividing such amount of interest by the Current Market Price per Non-Voting Share at that time (the "Share Interest Payment Election"); or evidence its obligation to pay all or such portion of the interest by issuing to holders of Debentures on a pro rata basis that principal amount of Interest Debentures equal to such amount of interest (the "Debenture Interest Payment Election"),

(b)

by delivering to the Trustee a notice with respect to the same, no later than the date which is 10 days prior to the date that the Corporation proposes to pay such interest in that manner. In the event that the Corporation exercises a Share Interest Payment Election or Debenture Interest Payment Election, the Trustee will (i) pay or cause to be paid to the Debentureholders the amount of interest thereon to which they are entitled and for which Interest Debentures or Non-Voting Shares are not being issued, and (ii) issue or cause to be issued to the Debentureholders the Interest Debentures or Non-Voting Shares to which such holders are entitled. Right to Convert Principal Amount and/or Interest into Non-Voting Shares Subject to the receipt of any required regulatory approvals, the Corporation may, at its option and sole discretion, at any time and from time to time, elect to convert all or any portion of the principal amount of the Debentures outstanding and/or all or any portion of accrued and unpaid interest on the

66 Debentures, on a pro rata basis, into that number of Non-Voting Shares obtained by dividing the principal amount of the Debentures (or applicable portion thereof) and/or the amount of the accrued and unpaid interest (or applicable portion thereof) by the Current Market Price per Non-Voting Share (the Share Conversion Right) by delivering to the Trustee a notice with respect to the same no later than the date which is 10 days prior to the date that the Corporation proposes to effect such conversion. In the event that the Corporation exercises its Share Conversion Right, the Trustee will issue or cause to be issued to the holders of Debentures the Non-Voting Shares to which such holders are entitled. Withholding and Remittance The Corporation or the Trustee on behalf of the Corporation will remit to the appropriate taxation authorities any taxes required by law to be withheld from payments made to holders of Debentures and Non-Voting Shares. To the extent that the cash amount of any payment that is to be made to a holder of Debentures from which a withholding and remittance is required to be made is not sufficient for the purposes of the amount required for such withholding and remittance, the Corporation may, but is not required to, either (i) reduce the number of Non-Voting Shares that the holder of the Debenture is entitled to receive by the amount of such withholding and the Corporation will remit the balance to the appropriate authorities, or (ii) fund such withholding and, if it does fund any of such withholding, all such amounts so funded by the Corporation for a holder of Debentures will constitute a loan made by the Corporation to such holder for which such holder will be liable. In the case of (ii) above, all such amounts will be fully repaid to the Corporation by way of set-off against any amounts required to be paid by the Corporation to the holder under the Debentures and will be repaid to the Corporation (by way of the Corporation holding back such amount from such payment) on the date on which such payment to the holder is to occur plus interest thereon from the date such amounts were incurred to the time of full repayment thereof at a rate equal to the amount prescribed from time to time under the Tax Act and the regulations thereunder for low interest loans and other related party transactions, not compounded. Register of Debentures and Transfer of Debentures The Corporation will cause to be kept by the Trustee a register with the names and addresses of the registered holders of the Debentures and particulars of the Debentures held by them respectively, and all transfers of such Debentures. No transfer of a registered Debenture will be valid unless made on the register upon surrender of the Debentures together with a duly executed form of transfer acceptable to the Trustee and upon compliance with such other reasonable requirements as the Trustee may prescribe, nor unless the name of the transferee have been noted on the register by the Trustee. Whenever a notice or other communication is required to be provided to Debentureholders, the Trustee will provide all such notices and communications to the registered holders evidenced on the register. The Trustee will keep the register open for inspection during regular business hours by the Corporation or any Debentureholder. Neither the Corporation nor the Trustee will be bound to take notice of or see to the execution of any trust (other than that created by the Indenture) whether express, implied or constructive, in respect of any Debenture, and may transfer the same on the direction of the person registered as the holder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof. Subject to the provisions of the Indenture, Debentures in any authorized form or denomination may be exchanged for Debentures in any other authorized form or denomination, of the same date of maturity, bearing the same interest rate and of the same aggregate principal amount as the Debentures so exchanged. Neither the Corporation nor the Trustee will be required to make transfers or exchanges of registered Debentures on any Interest Determination Date or during the seven preceding business days. Where Debentures are registered in more than one name, the principal, premium and interest payable in respect thereof may be paid to one of such holders, failing written instructions from them to

67 the contrary, and the receipt of any one of such holders will be a valid discharge to the Trustee and to the Corporation for all holders thereof. In the case of the death of one or more joint holders of any Debenture the principal, premium and interest payable thereon may be paid to any one of the survivor or survivors of such registered holders and the receipt of any such survivor or survivors will be a valid discharge to the Trustee and to the Corporation for all survivors thereof. Requirement of Proportionate Transfer of Debentures and Non-Voting Shares The Corporations objective of a Net IRR of 13.5% on the $10.00 offering price per Unit in this Offering is based on, among other things, the purchaser of a Unit hereunder continuing to hold the Non-Voting Share and Offering Debentures comprised in that Unit until the completion of the Project. As a result, the Offering Debentures, Interest Debentures or Non-Voting Shares (including NonVoting Shares and Offering Debentures held on behalf of the holders through trustees or agents or through the CDS book based system) (the Initial Selling Securities) shall not be sold, assigned or transferred by the holder thereof, in whole or in part, unless the holder also concurrently sells, assigns or transfers to the same person, the same proportionate principal amount or number of the other of the Offering Debentures, Interest Debentures and Non-Voting Shares held by the holder on the date of transfer as the principal amount or number of the Initial Selling Securities being sold bears to the total principal amount or number of the Offering Debentures, Interest Debentures or Non-Voting Shares, as the case may be, held by the holder at that time. Pursuant to the terms of the Indenture, each holder of Debentures, by his acceptance thereof, agrees to and shall be bound by the provisions referred to above as it relates to Offering Debentures, Interest Debentures or Non-Voting Shares. Ability of Trustee to Perform Covenants If the Corporation fails to perform any of its covenants contained in the Indenture, the Trustee may itself perform any of the covenants capable of being performed by it, but shall be under no obligation to do so. All funds expended or advanced by the Trustee in this respect will be repayable by the Corporation. Events of Default In an Event of Default, the Trustee may, in its discretion, and must upon receipt of written request of Debentureholders holding not less than 25% of the principal amount of the Debentures (subject to receipt of an appropriate indemnity) then outstanding, declare the principal amount of, and interest on, all outstanding Debentures and all other monies outstanding to be immediately due and payable. In certain cases, the Debentureholders holding a majority of the principal amount of the Debentures then outstanding may, on behalf of all Debentureholders, instruct the Trustee to waive any Event of Default and to cancel any declaration made by the Trustee pursuant to an Event of Default. The Trustee, so long as it has not become bound to declare the principal amount of, premium and interest on, the Debentures then outstanding to be due and payable, has the power to waive any Event of Default if, in the Trustees opinion, the same has been cured or adequate satisfaction made therefor. No Debentureholder will have the right to institute any legal action to enforce payment of the principal amount of, or interest on, the Debentures or for the appointment of a liquidator or receiver or for an order under the Bankruptcy and Insolvency Act (Canada) or to have the Corporation wound up or to file a claim in any liquidation or bankruptcy proceeding or for any other remedy, unless: (a) the Debentureholder has given written notice to the Trustee of the happening of an Event of Default, (b) the Debentureholders by Extraordinary Resolution or by written instrument signed by the holders of at least 25% of the principal amount of the Debentures have requested the Trustee, and the Trustee has been afforded reasonable opportunity, to proceed to exercise the powers in the Indenture for that purpose, (c) the Debentureholders have furnished to the Trustee sufficient funds and security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the Trustee, and (d) the Trustee has failed to act within a reasonable time after the notification.

68 Under the terms of the Indenture, the Debentureholders and the Trustee waive and release any right, cause of action or remedy now or hereafter existing against any past, present or future holder of Class A Shares or Non-Voting Shares, annuitant or director, officer, employee, agent and shareholder of the Corporation, or of any successor thereof, for the payment of the principal amount of, or interest on, any of the Debentures or on any covenant, agreement, representation or warranty by the Corporation therein. Meetings of Debentureholders and Resolutions Annual meetings of Debentureholders will not be held. The Trustee or the Corporation may, at any time, convene a meeting of the Debentureholders and the Trustee will be required to convene a meeting, except in certain circumstances, if properly requisitioned by Debentureholders holding not less than 20% of the principal amount of all outstanding Debentures and upon receiving funding and being indemnified to its reasonable satisfaction by the Corporation or Debentureholders signing such request against the costs which may be incurred in connection with the calling and holding of the meeting. Every meeting of Debentureholders is to be held in the City of Calgary at the office of the Corporation or at such other place as may be approved or determined by the Trustee. At least 21 days notice of any meeting shall be given to the Debentureholders. The notices of meetings of Debentureholders must, among other things, state briefly the general nature of the business to be transacted at it. A quorum for any meeting of Debentureholders will consist of two or more Debentureholders present in person or represented by proxy and representing at least 10% principal amount of the then outstanding Debentures. If a quorum is not present at a meeting within 30 minutes from the time fixed for the meeting, the meeting, if convened by the Debentureholders or pursuant to a request of the Debentureholders, will be dissolved, but otherwise will be adjourned to the day that is 14 days later (unless such day is not a business day in which case it will be adjourned to the first business day prior to that day) to the same time and place or such time and place as may be appointed by the chairman. At the adjourned meeting, the Debentureholders present in person or represented by proxy shall form a quorum and may transact the business for which the meeting was originally convened. All actions which may be taken and all powers that may be exercised by the Debentureholders by Extraordinary Resolution at a meeting also may be taken and exercised by the holders of not less than 66 2/3% of the principal amount of all the outstanding Debentures by an instrument in writing signed in one or more counterparts. Every resolution, including every Extraordinary Resolution, passed by the Debentureholders in accordance with the provisions of the Indenture at a meeting of Debentureholders will be binding upon all the Debentureholders, whether present at or absent from such meeting, and every instrument in writing signed by Debentureholders in accordance with the Indenture will be binding upon all the Debentureholders, whether signatories thereto or not, and each and every Debentureholder and the Trustee (subject to the provisions for its indemnity contained in the Indenture) will be bound to give effect to every such resolution and instrument in writing. Debentureholders will have the powers exercisable from time to time by Extraordinary Resolution, among other things, to (a) authorize the Trustee to grant extensions of time for payment of any principal amount of, premium or interest on, the Debentures, (b) sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or (subject to the consent of the Trustee) the Trustee against the Corporation, or against the property and assets of the Corporation, (c) assent to any material modification of the provisions of the Indenture or any Debenture which shall be agreed to by the Corporation, (d) direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by the Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority, (e) restrain any Debentureholder from taking or instituting any legal action to enforce payment of the principal amount of,

69 premium or interest on, the Debentures, (f) direct any Debentureholder who has brought any legal action to stay or discontinue or otherwise deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Debentureholder, if the taking of such legal action would have permitted by the Indenture, (g) appoint a committee with power and authority to exercise, and to direct the Trustee to exercise on behalf of the Debentureholders such of the powers of the Debentureholders as shall be included in the resolution appointing the committee, (h) remove the Trustee from office and to appoint a successor Trustee upon such removal, provided that no such removal shall be effective unless and until a new Trustee shall have become bound by this Indenture provided the Corporation will have consented to the same, and (i) power to amend, alter or repeal any Extraordinary Resolution previously passed by the Debentureholders or by any committee appointed pursuant to (g) above. Limited Recourse Pursuant to the terms of the Indenture, the Debentureholders acknowledge and agree that the (i) obligations of the Corporation under the Debentures, including the obligation to pay principal and interest on the Debentures following the occurrence of an Event of Default whether on the Maturity Date or otherwise, and (ii) obligations of the Corporation other than its obligations to pay amounts to or indemnify the Trustee under the Indenture, are limited in recourse to the property and assets of the Corporation. Investment of Funds Unless otherwise provided in the Indenture, any monies held by the Trustee will be maintained in one or more accounts with a Canadian chartered bank or trust company or invested and reinvested in the name or under the control of the Trustee in Authorized Investments. The Trustee will not be held liable for any losses incurred in the investment of any funds in Authorized Investments. Unless and until the Trustee has declared the principal amount of, and interest on, the Debentures to be due and payable, the Trustee will pay over to the Corporation all interest received in respect of any investments or deposits made pursuant to the provisions of the Indenture. Subscription for Units The acceptance by the Corporation of a Subscribers offer to purchase Units qualified by this prospectus (made through a registered dealer or broker), whether in whole or in part, constitutes a subscription agreement between the Subscriber and the Corporation upon the terms and conditions set out in this prospectus and evidenced by delivery of this prospectus to the Subscriber. By placing an order for Units, a Subscriber among other things: consents to the disclosure of certain information to, and the collection and use by, the Corporation and its service providers of all such information about the Subscriber that the Corporation or the service providers require in order to maintain filings under the ABCA or any applicable legislation or for applicable tax purposes, including the Subscribers full name, residential address or address for service, social insurance number, corporation account number or business number, as the case may be, the name and registered representative number of the representative of the Agents (or member of the selling group) responsible for such subscription and the number of Units subscribed for by the Subscriber (collectively, the "Information"), and covenants to provide such Information to the Agents for the purpose of administering the Subscribers subscription for Units; and acknowledges that the Corporation, or its affiliates, may contract with service providers located in one or more countries located outside of Canada, including potentially, the United States of America, to provide services in respect of the processing and storage of the Information, in which case the governments, courts, law enforcement or regulatory agencies located in these countries may be able to obtain disclosure of the Information stored by such service providers located in

70 these countries through the laws of, or pursuant to a lawful order made in, these countries. A Subscriber who places an order for Units which is accepted by the Corporation, among other things: (i) acknowledges and agrees that he or she has duly authorized the Agent through which he or she purchases Units (or any authorized member of the selling group formed by the Agent through which he or she purchases Units) to act as his or her agent in connection with his or her purchase of Units; and acknowledges and agrees that, if such Subscriber has subscribed for Units through a registered dealer or broker who is a member of the selling group, it is within the scope of the agency relationship that exists between such Subscriber and such broker that such broker may delegate all necessary power and authority to the Agents to enable the Agents to do or cause to be done all those acts which are contemplated to be done by the Agents hereunder. CONSOLIDATED CAPITALIZATION The following table summarizes information concerning the outstanding securities of the Corporation:
Number authorized to be issued Number outstanding and carrying value as at May 31, 2011 Number outstanding Number outstanding and and carrying value carrying value after after Minimum Offering Maximum Offering

(ii)

Description of security

Class A Voting Shares Non-Voting Shares(2) .. Offering Debentures(2) Interest Debentures(2)(4)

Notes: (1)

Unlimited Unlimited Unlimited Unlimited

100 ($100)(1) Nil Nil Nil

100 ($100)(1) Non-Voting Shares ($)(3) $ principal amount(3) Nil

100 ($100)(1) 3,118,525 NonVoting Shares ($7,796,312.50) (3) $23,388,937.50 principal amount(3) Nil

All of the Class A Voting Shares are held by 1389211 Alberta Ltd. which is an affiliate of the Corporation, WAM and WDM. The holder of the Class A Voting Shares is entitled to vote at meetings of shareholders of the Corporation but is not entitled to dividends or to share on voluntary or involuntary liquidation, dissolution or winding-up, in the remaining assets of the Corporation available for distribution, if any. See "Description of the Securities Distributed" and "Plan of Distribution". This includes Non-Voting Shares and Offering Debentures to be issued (i) to Walton pursuant to the Walton Contribution Agreements, and (ii) pursuant to any Follow-on Private Placement. See "Acquisition of the Properties by the Corporation The Walton Contribution Agreements" and "Plan of Distribution". Interest Debentures will only be issued in the future by the Corporation if it determines to pay any interest accruing under the Offering Debentures through the issuance of Interest Debentures. See "Description of the Securities Distributed".

(2) (3)

(4)

Long Term Debt The Corporation proposes to enter into a Construction Loan with an arms length financial institution pursuant to which the financial institution will provide financing to be used by the Corporation for the costs of development of Phase 1, as well as certain other costs. The amounts outstanding under the Construction Loan from time to time will be paid down with the cash flow from the development and sale of serviced lots and parcels from Phase 1. It is anticipated that the Construction Loan will be secured by security interests, mortgages and other charges on the assets of the Corporation, including the Properties.

71 It is anticipated that the Construction Loan will, unless determined otherwise by the lender in its sole discretion, place restrictions on the Corporation's ability to make any payments on the Debentures and Non-Voting Shares until the Construction Loan has been repaid in full. Further construction loans will be required to fund the costs of the development of the other phases in the Project. See "Acquisition of the Properties by the Corporation The Construction Loan". PRIOR SALES The following table summarizes information about the issuance of securities of the Corporation during the last 12 months:
Entity Date of issuance Type of security issued Number of securities issued Price per security Gross proceeds

1389211 Alberta Ltd.

May 5, 2011

Class A Voting Shares

100

$1.00

$100.00

PRINCIPAL SECURITYHOLDERS After giving effect to the Maximum Offering, to the best of the knowledge of the Directors, no person will own, directly or indirectly, or exercise control or direction over (i) Debentures comprising more than 10% of the outstanding principal amount of the Debentures or (ii) more than 10% of the outstanding Non-Voting Shares. Before and after the completion of the Offering, 1389211 Alberta Ltd. will hold all of the outstanding Class A Voting Shares and therefore will own 100% of the voting shares of the Corporation. All of the shares of 1389211 Alberta Ltd. are owned by Walton Global, which is owned by Interborder. All of the securities of Interborder are owned directly or indirectly by, or for the benefit of, the Doherty family. DIRECTORS AND EXECUTIVE OFFICERS Name, Occupation and Security Holdings The following table sets out the names, ages and municipalities of residence of each director and officer of the Corporation, the positions held, and the number and percentage of the Debentures and NonVoting Shares to be held by each of them as at various dates.
Number, Type and Percentage of Debentures and Non-Voting Shares to be Held After Completion of the Minimum Offering(4) Number, Type and Percentage of Debentures and Non-Voting Shares to be Held After Completion of the Maximum Offering(4)

Name, Age, Municipality of Principal Residence

Positions Held(1)(3)

Clifford H. Fryers.................... Age 64 Calgary, Alberta Jon N. Hagan ........................... Age 64 Toronto, Ontario David G. Mallory .................... Age 53 Calgary, Alberta William K. Doherty(2) .............. Age 41 Calgary, Alberta D. Blair Nixon, Q.C., F.C.A.... Age 55 Calgary, Alberta

Director

See Note 4

See Note 4

Director

See Note 4

See Note 4

Director

See Note 4

See Note 4

President and Chief Executive Officer Chief Financial Officer

See Note 4

See Note 4

See Note 4

See Note 4

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Number, Type and Percentage of Debentures and Non-Voting Shares to be Held After Completion of the Minimum Offering(4) Number, Type and Percentage of Debentures and Non-Voting Shares to be Held After Completion of the Maximum Offering(4)

Name, Age, Municipality of Principal Residence

Positions Held(1)(3)

Leslie A. Fryers, Q.C. ............. Age 60 Calgary, Alberta

Notes: (1) (2)

Corporate Secretary

See Note 4

See Note 4

Each of the above directors and officers has held such positions since the incorporation of the Corporation. The term of office of the Directors will expire at the next annual meeting of the Corporation. The sole shareholder of the Corporation is 1389211 Alberta Ltd. All of the shares of 1389211 Alberta Ltd. are owned by Walton Global, which is owned by Interborder. All of the securities of Interborder are owned directly or indirectly by, or for the benefit of, the Doherty family. Each of the directors of the Corporation and each of Leslie Fryers, Q.C. and Blair Nixon, Q.C., F.C.A. have entered into non-disclosure obligations with Walton Global, which agreement includes all affiliates of Walton Global, including the Corporation. Ms. Fryers and Mr. Nixon have each entered into non-competition obligations with Walton Global, the parent holding company of WAM, WDM and Walton. None of the Directors or officers of the Corporation currently hold any Debentures or Non-Voting Shares. The Directors and officers of the Corporation may acquire Debentures or Non-Voting Shares pursuant to the Offering. The number of Debentures and Non-Voting Shares so acquired by such Directors and officers will not exceed, in the aggregate, 10% of the principal amount of the Debentures and 10% of the Non-Voting Shares outstanding after the completion of the Offering, any Follow-on Private Placement and the acquisition of the Properties by the Corporation.

(3)

(4)

Personal Profiles
Name Clifford H. Fryers, LLB., ICD.D Principal Occupations and Related Experience Mr. Fryers has been Chairman and Chief Executive Officer of the White Iron Group of Companies (a media production house) since 1997. He is currently chair of the board of directors of Enmax Corporation. He also is the chair of the board of the Manning Centre for Building Democracy. Additionally, he is Vice Chair of the Board of Advisors of Walton Global and is Chair of its Governance and Human Resources Committee and is on the board of directors of several companies in the Walton Group. From 1997 until 2000, Mr. Fryers was Chief of Staff to the Leader of Her Majestys Official Opposition in the House of Commons. Prior to that, he was a Senior Tax Partner and Managing Partner with the law firm of Milner Fenerty (now Fraser Milner Casgrain LLP) which he joined in 1980. He worked in the Tax Litigation Section of the Department of Justice, Ottawa from 1971 to 1977 and then as General Tax Counsel for Mobil Oil Canada, Ltd. until 1980. Mr. Fryers holds the ICD.D certification granted by the Institute of Corporate Directors. Jon N. Hagan Mr. Hagan has been the principal of JN Hagan Consulting since December 2000. He provides assistance to major corporations regarding real estate capital markets, and acquisition and disposition transactions covering situations in Canada, the United States of America, Mexico and China. Mr. Hagan is also a director and member of the audit committee of the board of directors of First Capital Realty Inc. and a director of Bentall Kennedy Group. He was a trustee of Sunrise Senior Living Real Estate Investment Trust from 2004 to 2007 and was the chair of the audit committee thereof. He was the Chairman of Teranet Income Fund from 2006 to 2008. He was a director and on the audit committee of the board of directors of The Mills Corporation for the first three months of 2007 to assist in the sale of The Mills Corporation. Mr. Hagan has held a number of executive finance positions in the real estate industry, beginning with Oxford in the 1970s. His career took him to Cambridge Shopping Centres in 1980, where he eventually became Senior Vice-President, Corporate Group and Chief

73
Name Principal Occupations and Related Experience Financial Officer. He then joined the Empire Company Limited where he was Executive VicePresident, Finance and Corporate Development. From 1996 through 2000, he was Executive Vice President and Chief Financial Officer of Cadillac Fairview Corporation. Mr Hagan's experience spans corporate strategy, corporate and real estate finance, real estate acquisition and disposition, compensation programs, computer systems, financial reporting, forecasting and budgeting. Mr. Hagan is a chartered accountant. He holds a BSc in Mechanical Engineering from the University of Saskatchewan and attended the Executive MBA program at the University of Alberta. David G. Mallory Mr. Mallory has been the President and Chief Executive Officer of BLZ Energy Ltd. (an oil and gas company) since May 2007. Prior thereto, he was the Chief Financial Officer of Guardian Exploration Inc. (an oil and gas company) from September 2004 to May 2006. Prior thereto, he was the Chief Financial Officer of Flowing Energy Corporation from September 2000 to May 2004. He has also been President of 715502 Alberta Ltd. (a private equity investment and financial management consulting company) from 1997 to present. Mr. Mallory was on the audit and governance committees of Questerre Energy Corporation, a publicly listed oil and gas company, from 2003 to 2009 and was the chair of the audit committee from 2006 to 2009. Mr. Mallory is a chartered accountant and is a member of the Institutes of Chartered Accountants of Alberta and Ontario. He holds a Bachelor of Business Administration from the University of New Brunswick. William K. Doherty Mr. Doherty leads the Walton Group of Companies as President and Chief Executive Officer of Walton Global. He is an actively-involved director and executive with several Walton Group affiliates. Mr. Doherty has been central to the Walton Group's strategic direction and expansion since the early 1990s, when he moved from the Walton Group's original Calgary base to Hong Kong to launch the Walton Group's Asian operations. He successively opened Walton Group offices in Hong Kong, Singapore, Japan and Malaysia, which evolved into key factors in the Walton Group's growing success in land-based real estate projects. Upon returning to Canada in the late 1990s, Mr. Doherty expanded and diversified Walton's land portfolio. Over the ensuing decade, in addition to its leading role in the Calgary market, the Walton Group established positions in strategic growth regions around Edmonton, Ottawa, Toronto, Phoenix-Tucson, Dallas-Fort Worth, Austin-San Antonio, Atlanta and Washington DC. As well, Mr. Doherty directed the ongoing expansion of the Walton Group's investment operations, launching USA and European operations and opening offices in Scottsdale, Toronto and Hamburg. He is involved in developing the Walton Group's business relationships with leading international investment banks, broker-dealers, financial advisors, and institutional investors. Mr. Doherty also oversees the Walton Group's involvement in land use planning and development, having formed WDM, recruiting industry leaders to key executive positions, and launching major real estate development projects. D. Blair Nixon, Q.C., F.C.A., ICD.D Mr. Nixon is the Chief Financial Officer of Walton Global and is responsible for the finance operations for the Walton Group. He has held that office since April 1, 2010. Prior to that, he was Chief Financial Officer of Interborder from January, 2008 to March 31, 2010. He is both a Chartered Accountant and a tax lawyer, having completed his Chartered Accountant designation in 1984 and his law degree in 1987. Prior to 2008, Mr. Nixon was the CoManaging Partner of Felesky Flynn LLP, a law firm in Calgary, Alberta, where he engaged in the practice of Canadian tax law for 20 years. Mr. Nixons law practice included corporate tax

74
Name Principal Occupations and Related Experience planning, acquisitions and mergers, dispute resolution, income tax, GST and customs matters. In addition to the practice of law, for seven years Mr. Nixon lectured at, and was the cocoordinator of, the National Commodity Tax Course offered by the Canadian Institute of Chartered Accountants. He was a technical advisor to the Joint Committee on Taxation of the Canadian Bar Association and the Canadian Institute of Chartered Accountants for four years and subsequently a member of that committee for a further four years. He is a member of the Council for the Institute of Chartered Accountants of Alberta, where he holds the office of Vice-President. He is a past chair of the National Commodity Tax, Customs and Trade Section of the Canadian Bar Association. Mr. Nixon was appointed Queens Counsel by the Province of Alberta in 2004, awarded the FCA designation by the Institute of Chartered Accountants of Alberta in 2006 and holds the ICD.D certification granted by the Institute of Corporate Directors. He was re-elected a member of the Council for the Institute of Chartered Accountants of Alberta in 2010, where he holds the office of Vice-President. Leslie A. Fryers, Q.C., ICD.D Ms. Fryers was the Executive Vice President, Law, Registration and Compliance, General Counsel and Corporate Secretary for Walton from January 2005 until June 2007. Ms. Fryers was the Executive Vice President, Law for Interborder from June 2007 to March 31, 2010. She has been the Executive Vice President, Law for Walton Global since April 1, 2010 and, in that role, overseas the worldwide legal services for the Walton Group. From 1981 to 2005, Ms. Fryers was a partner with the law firm of Ballem MacInnes LLP in Calgary, Alberta, which merged with Gowling Lafleur Henderson LLP in 2001 where she engaged in corporate/commercial, oil and gas, and mergers and acquisitions matters. Ms. Fryers graduated from McGill University Faculty of Law in 1975. Before joining Walton in 2005, Ms. Fryers was the head of the business law department of the Calgary office of Gowling Lafleur Henderson LLP and a member of the firms management committee from 2001 to July 2004. Ms. Fryers is the past chair of the Board of Directors of the Legal Education Society of Alberta, a past member of the Conduct Review Committee of the Law Society of Alberta and a current member of the Association of General Counsel of Alberta. Ms. Fryers was appointed Queens Counsel by the Province of Alberta in 2004. Ms. Fryers holds the ICD.D certification granted by the Institute of Corporate Directors.

Penalties, Sanctions and Bankruptcy To the knowledge of the Corporation, no penalty or sanction has been in effect during the last ten years against a director or executive officer of the Corporation. Other than as set out below, to the knowledge of the Corporation, no director, executive officer or control person of the Corporation or an issuer of which any of the foregoing persons or companies was a director or executive officer at that time or within a year of that person ceasing to act in that capacity, has declared bankruptcy, or made a voluntary assignment in bankruptcy or proposal under any bankruptcy or insolvency legislation, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such person during the last ten years. Mr. Mallory, a director of the Corporation, was a director of Questerre Energy Corporation ("Questerre"), a publicly listed oil and gas company, and one of its subsidiaries when they were granted orders in June 2004 and April 2004, respectively, from the Alberta Court of Queen's Bench for protection from their creditors under the Companies' Creditors Arrangement Act ("CCAA"). Questerre and its subsidiary emerged from creditor protection in October 2004. Mr. Mallory was a director of Questerre from 2000 until 2009, the Chief Financial Officer from 2000 until March of 2003 and the interim Chief Financial Officer from September 2004 to November 2005.

75

Reliance on Affiliates The Corporation does not have any employees. It will rely on the employees of WAM, WDM and affiliates thereof for the day-to-day management of its operations. WAM will be the manager of the Corporation pursuant to the Management Services Agreement. WDM will manage the development of the Property under the Project Management Agreement. Potential Conflicts of Interest Under the ABCA, in exercising their powers and discharging their duties in relation to the Corporation, the Directors and officers of the Corporation must, among other things, act honestly and in good faith with a view to the best interests of the Corporation. In addition, these Directors and officers are required to declare their interests in, and such Directors are required to refrain from voting on, any matter in which they may have a material conflict of interest. WAM is the promoter of the Corporation. The Corporation does not have any employees. It will rely on the employees of their affiliates (including WAM and WDM) for the day-to-day management of its affairs. The Corporation estimates that the Directors and officers of the Corporation will dedicate little time to the Corporation's operations. As directors and/or officers of Walton Global, Walton, WAM, WDM and/or other entities of the Walton Group or of other entities, the Directors and officers of the Corporation are responsible for a number of other business endeavours and may engage in other business activities. The Directors and officers of the Corporation are involved as directors and/or officers of other entities that manage other properties and investment entities in which WAM or affiliates thereof are involved as a promoter, manager and/or owner. As a result, these people will be allocating their time between the Corporation and other activities in which WAM and these affiliates may be involved, including other activities relating to properties or investment entities which, at that time, may have better development potential or better potential for profit, or in which WAM or its affiliates may own a greater interest, than the Properties. WAM, an affiliate of the Corporation, will manage the Corporation under the terms of the Management Services Agreement and will receive the Management Fee for doing so. WDM, an affiliate of the Corporation and WAM, will manage the development of the Properties under the terms of the Project Management Agreement and will receive the Development Fee and the Performance Fee for doing so. Walton, an affiliate of the Corporation and of WAM, will receive Units from the Corporation in exchange for interests that it holds in the Properties. 1271262, a company owned by William K. Doherty, President and Chief Executive Officer of the Corporation, currently is the proposed purchaser of the Properties under the Subdivision and Property Purchase Agreements and proposes to assign its interests under those Agreements to the Corporation and, if applicable, WLIA pursuant to the terms of the Assignment Option Agreements to permit the Corporation and, if applicable, WLIA to acquire the Properties. If less than the Maximum Offering is raised, WLIA, an affiliate of the Corporation and WAM, will acquire undivided interests in those Properties that the Corporation does not acquire a 100% interest in, and the Co-Ownership Agreements between WLIA and the Corporation will set out their respective rights and obligations as owners of those Properties. Thereafter, to the extent that the Corporation sells further Units pursuant to a Follow-on Private Placement, the Corporation will use the proceeds thereof to acquire up to all of the interest that WLIA holds in those Properties. Certain affiliates of the Corporation and WAM may be involved in brokering the sale of lots from the Properties, for which they will be paid commissions at standard industry rates. It is anticipated that one or more of the selling agents for any Follow-on Private Placement will be affiliates of the Corporation and WAM. Such affiliates will receive fees from the Corporation in this regard. Walton may be the largest holders of Debentures and Non-Voting Shares after the completion of the acquisition of the Properties. The Corporation may propose from time to time that it enter into other contractual arrangements with WAM, WDM and/or their affiliates for the provision of certain services for which fees will be paid to them.

76 Other than the Performance Fee, amounts owing to WAM or WDM and/or their affiliates under the Management Services Agreement, the Project Management Agreement or other agreements will or may be paid by the Corporation before any cash amounts are paid on the Debentures and Non-Voting Shares. Certain amounts will be paid to WAM and/or WDM out of Working Capital. Other scenarios may arise where affiliates of the Corporation, WAM or WDM are parties to an agreement with the Corporation, or in respect of the Properties. EXECUTIVE COMPENSATION Compensation of Directors and Executive Officers Since the formation of the Corporation, no compensation has been paid by the Corporation, or an affiliate of the Corporation, to the Directors and officers of the Corporation that would be attributable to the individuals services rendered as a Director or officer of the Corporation. The Corporation has agreed to pay to each of the directors of the Corporation that are independent within the meaning of National Instrument 52-110 Audit Committees, an annual retainer of $25,000 per year, paid quarterly in advance. See "Audit Committee and Corporate Governance Directors". Development Fee and Performance Fee WDM will manage the development of the Properties pursuant to the Project Management Agreement and will receive the Development Fee and the Performance Fee thereunder. See "Acquisition of the Properties by the Corporation The Project Management Agreement". Management Fee WAM will manage the Corporation pursuant to the Management Services Agreement and will receive the Management Fee thereunder. See "Acquisition of the Properties by the Corporation The Management Services Agreement". Options Grants The Corporation has neither issued, nor intends to issue, options to purchase Units. Compensation Committee The Corporation does not have a compensation committee. AUDIT COMMITTEE AND CORPORATE GOVERNANCE Audit Committee Members The audit committee (the "Audit Committee") of the Board of Directors of the Corporation currently consists of Jon N. Hagan and David G. Mallory. Each member of the Audit Committee is "independent" as contemplated by National Instrument 52-110 Audit Committees ("NI 52-110") and each is financially literate, meaning that each has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the financial statements of the Corporation. Both members of the Audit Committee have significant experience in financial matters and an understanding of accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as the internal controls and procedures

77 necessary for financial reporting, garnered from working in his field of business. For a description of the relevant experience of the members of the Audit Committee, see "Directors and Executive Officers Personal Profiles". Audit Committee Mandate The Audit Committee will assist the Directors in fulfilling their responsibilities of oversight and supervision of the Corporations accounting and financial reporting practices and procedures, the adequacy of internal accounting controls and procedures, and the quality and integrity of its financial statements. In addition, the Audit Committee will be responsible for directing the auditors examination of specific areas, for the selection of the Corporations independent auditors and for the approval of all non-audit services for which its auditors may be engaged, including the fees for such services. The mandate of the Audit Committee is attached as Schedule "B" to this prospectus. Fees Since the formation of the Corporation, the following aggregate fees have been billed by the Corporations auditor: Audit Fees Nil Audit-Related Fees Nil Tax Fees Nil All Other Fees Nil

The Corporation is relying on the exemption in section 6.1 of NI 52-110 that exempts venture issuers from the audit committee composition and certain reporting obligation requirements of that instrument. Corporate Governance The Corporations governance practices are designed with a view to ensuring that its affairs are administered so as to foster value for its security holders. The Directors establish their own policies, procedures and practices concerning the direction and administration of the Corporation. Directors Clifford H. Fryers is not independent within the meaning of NI 52-110 as he is on the Board of Advisors of Walton and on the board of directors of many of its affiliated companies. Jon N. Hagan and David G. Mallory are both independent within the meaning of NI 52-110. Directorships The following directors are also directors of other reporting issuers: Director Clifford H. Fryers Directorships with other Reporting Issuers Walton Ontario Land 1 Corporation, being the general partner of the reporting issuer, Walton Ontario Land L.P. 1 Walton Big Lake Development Corporation, being the general partner of the reporting issuer, Walton Big Lake Development L.P. First Capital Realty Inc. Walton Ontario Land 1 Corporation, being the general partner of the reporting issuer, Walton Ontario Land L.P. 1 Walton Big Lake Development Corporation, being the general partner of the reporting issuer, Walton Big Lake Development L.P. Walton Ontario Land 1 Corporation, being the general partner of the

Jon N. Hagan

David G. Mallory

78 reporting issuer, Walton Ontario Land L.P. 1 Walton Big Lake Development Corporation, being the general partner of the reporting issuer, Walton Big Lake Development L.P. Orientation and Continuing Education New Directors will attend a briefing with existing Directors on all aspects of the nature and operation of the Corporations business from the existing Directors and the senior management of the Corporation. Directors will be afforded the opportunity to attend and participate in seminars and continuing education programs and are encouraged to identify their continuing education needs through a variety of means, including discussions with management of the Corporation and at meetings of the Directors. Outside experts may be retained, as appropriate, to provide Directors with ongoing education on specific subject matters. Ethical Business Conduct Directors who have or may be reasonably perceived to have a personal interest in a transaction or agreement being contemplated by the Corporation are required to declare such interest at any meeting at which the matter is being considered and, where appropriate, leave the meeting during the discussion and abstain from voting on such matter. The Directors encourage and promote a culture of ethical business conduct by expecting each Director, as well as the officers of the Corporation, to act in a manner that exemplifies ethical business conduct. The Board of Directors has adopted a Code of Business Conduct and Ethics for the Corporation and the directors, officers and employees of the Corporation. New Directors If and when a Director resigns, the remaining Directors will identify a new Director with a view to ensuring overall diversity of experience and skill. The new Director may be appointed by the remaining Directors or by the Class A Shareholder of the Corporation. Other Committees The Board of Directors does not have any committees other than the Audit Committee. Assessments The Directors will regularly assess themselves with respect to their effectiveness and contribution. PLAN OF DISTRIBUTION Pursuant to the Agency Agreement, the Agents have agreed to form and manage a selling group consisting of registered dealers to offer Units for sale to the public in each of the provinces and territories of Canada, on a best efforts basis if, as and when issued by the Corporation, in accordance with the terms and conditions of the Agency Agreement. The Agents may designate Sub-Agents and will determine the portion of the Agents Fees payable to such Sub-Agents. The Units will be offered, subject to a minimum purchase of 250 Units, at a price of $10.00 per Unit payable on the Closing. The price per Unit was determined by negotiation between the Corporation and the Agents. The Offering of the Units will take place during the period commencing on the date a final receipt is issued for this prospectus and ending at the close of business on the day prior to the Closing. It is expected that the Closing of the issuance of Units will take place on or about , 2011 but in any event not later than , 2011. The Corporation will pay to the Agents an Agents Fee in an amount equal to 5.25% of the purchase price for each Unit sold to an investor. In addition, WAM, as manager under the Management Services Agreement, will pay the Servicing Fee to registered dealers. See "Acquisition of the Properties by the Corporation The Management Services Agreement".

79 There will be no Closing unless the Minimum Offering of Units are sold at the time of the Closing. If subscriptions for the Minimum Offering have not been received by the date that is 90 days from the date of the receipt for the final prospectus, subscription proceeds received will be returned, without interest or deduction, to the subscribers. The Agents will hold subscription proceeds received from subscribers prior to the Closing. As at the date of this prospectus, the Corporation does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities on any stock exchange or marketplace. The Corporation reserves the right to accept or reject any subscription in whole or in part. While the Agents have agreed to use their best efforts to sell the Units, they are not obliged to purchase any Units. The obligations of the Agents under the Agency Agreement may be terminated, and the Agents may withdraw all subscriptions on behalf of investors, at the Agents discretion, on the basis of their assessment of the state of the financial markets or upon the occurrence of certain stated events, including any material adverse change in the business, personnel or financial condition of the Corporation or WAM. In the Agency Agreement, the Corporation and WAM have agreed to indemnify the Agents upon the occurrence of certain events. Follow-on Private Placement In the event that the Maximum Offering is not raised under the Offering, the Corporation may, thereafter, subject to applicable laws, arrange for a Follow-on Private Placement sale and distribution of Units under applicable exemptions from the general prospectus requirements. The terms of any Follow-on Private Placement will be substantially similar to those of the Offering, including the price at which the Units are sold under the Offering. The Corporation will use the proceeds from such Follow-on Private Placement, after deduction of costs and Working Capital amounts, to pay a portion of the purchase price of the Properties and, in the event that the Corporation and WLIA both acquire percentage undivided interests in the Properties, acquire further percentage undivided interests in the Properties from WLIA until such time as the Corporation owns 100% of the Properties or March 31, 2012, whichever is earlier. In connection with any Follow-on Private Placement, the Corporation will pay a work fee of 1% to the Co-Lead Agents and a sales commission of up to 5.25% of the amount raised to any selling agents assisting with such distributions. Additionally, such agents or other individuals will be entitled to receive the Servicing Fee. It is anticipated that one or more of the selling agents for the Follow-on Private Placement will be affiliates of the Corporation and WAM. These affiliates, including WCMI, will enter into sales agency agreements with the Corporation prior to the time of the filing of the final prospectus for this Offering which will provide the terms under which they will sell the Units as sales agents for the Corporation. Such sales agency agreements will contain terms and conditions that are customary in respect of offerings of the nature of the Follow-On Private Placement, which may include the ability of such agent to terminate their respective obligations at any time before the closing thereof upon certain occurrences. As indicated above, WCMI and any other such affiliates will receive a commission of up to 5.25% of the amounts raised from the Units sold by them as well as the Servicing Fee. See "Acquisition of the Properties by the Corporation Properties Acquisition". CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES In the opinion of Blake, Cassels & Graydon LLP, counsel to the Corporation, and McCarthy Ttrault LLP, counsel to the Agents (collectively, Counsel), the following summary describes the principal Canadian federal income tax considerations pursuant to the Tax Act generally applicable to a

80 holder who acquires Units pursuant to the Offering, and who, for purposes of the Tax Act and at all relevant times, holds the Non-Voting Shares and the Debentures and will hold any Non-Voting Shares and Debentures issuable under the terms of the Debentures (collectively, the Securities) as capital property and deals at arms length and is not affiliated with the Corporation. Generally, the Securities will be considered to be capital property to a holder provided the holder does not hold the Securities in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure in the nature of trade. Certain holders who might not otherwise be considered to hold their Securities as capital property may, in certain circumstances, be entitled to have the Securities, and all other Canadian securities (as defined in the Tax Act) owned by such holders, treated as capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. This summary is not applicable to (i) a holder that is a financial institution, as defined in the Tax Act for the purposes of the mark-to-market rules, (ii) a holder an interest in which would be a tax shelter investment as defined in the Tax Act, (iii) a holder that is a specified financial institution as defined in the Tax Act or (iv) a holder who makes or has made a functional currency reporting election pursuant to section 261 of the Tax Act. Any such holder should consult its own tax advisor with respect to an investment in the Securities. In addition, this summary does not address the deductibility of interest by a holder who has borrowed money or otherwise incurred debt in connection with the acquisition of Units. 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 (the Tax Proposals) and Counsels understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (CRA) made publicly available prior to the date hereof. This summary assumes the Tax Proposals will be enacted in the form proposed; however, no assurance can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account any changes in the law or in administrative policies or assessing practices, whether by legislative, governmental or judicial action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder or prospective holder of Securities, and no representations with respect to the income tax consequences to any holder or prospective holder are made. Consequently, holders and prospective holders of Securities should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring Securities pursuant to the Offering, having regard to their particular circumstances. Holders Resident in Canada The following discussion applies to a holder of Securities who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is or is deemed to be resident in Canada (a Resident Holder). Receipt of Dividends on Non-Voting Shares A Resident Holder will be required to include in computing its income for a taxation year any dividends received (or deemed to be received) on the Non-Voting Shares, unless in the case of Canadian resident corporations, the application of a specific anti-avoidance rule re-characterizes such dividends as proceeds of disposition or a capital gain. Dividends received or deemed to be received on the Non-Voting Shares by a Resident Holder that is an individual (other than certain trusts) will be included in computing the individuals income for tax purposes and will be subject to the gross-up and dividend tax credit rules normally applicable to

81 dividends received from taxable Canadian corporations (as defined in the Tax Act), including the enhanced gross-up and dividend tax credit for eligible dividends (as defined in the Tax Act) paid by taxable Canadian corporations such as the Corporation. A dividend will be eligible for the enhanced gross-up and dividend tax credit if the recipient receives written notice (which may include a notice published on the Corporations website) from the Corporation designating the dividend as an eligible dividend (as defined in the Tax Act). A Resident Holder that is a corporation will include dividends received or deemed to be received on Non-Voting Shares in computing its income for tax purposes and generally will be entitled to deduct the amount of such dividends in computing its taxable income, with the result that no tax will be payable by it in respect of such dividends. Certain corporations, including a private corporation or a subject corporation (as such terms are defined in the Tax Act), may be liable to pay a refundable tax under Part IV of the Tax Act of 33-1/3% on dividends received or deemed to be received on Non-Voting Shares to the extent such dividends are deductible in computing taxable income. This tax will generally be refunded to the corporation at a rate of $1 for every $3 of taxable dividends paid while it is a private corporation. Taxable dividends received by an individual (including certain trusts) may give rise to a liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act. Disposition of Non-Voting Shares A disposition or a deemed disposition of a Non-Voting Share by a Resident Holder (except to the Corporation) will generally result in the Resident Holder realizing a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Non-Voting Share are greater (or less) than the aggregate of the Resident Holders adjusted cost base thereof and any reasonable costs of disposition. Such capital gain (or capital loss) will be subject to the tax treatment described below under Taxation of Capital Gains and Capital Losses. Taxation of Interest on Debentures A Resident Holder of Debentures that is a corporation, partnership, unit trust or any trust of which a corporation or a partnership is a beneficiary will be required to include in computing its income for a taxation year any interest on the Debentures that accrues or is deemed to accrue to it to the end of the particular taxation year or that has become receivable by or is received by the Resident Holder before the end of that taxation year, except to the extent that such interest was included in computing the Resident Holders income for a preceding taxation year. Any other Resident Holder, including an individual, will be required to include in computing income for a taxation year all interest on the Debentures that is received or receivable by the Resident Holder in that taxation year (depending upon the method regularly followed by the Resident Holder in computing income), except to the extent that the interest was included in the Resident Holders income for a preceding taxation year. In addition, since a Debenture is an investment contract (as defined in the Tax Act) in relation to a Resident Holder, such Resident Holder will be required to include in computing income for a taxation year any interest that accrues to the Resident Holder on the Debentures up to any anniversary day (as defined in the Tax Act) in that year to the extent such interest was not otherwise included in the Resident Holders income for that year or a preceding year. For example, such inclusion of interest on an accrual basis would be required if the Corporation does not pay interest on the Debentures and, instead, issues Interest Debentures as evidence of its obligation to pay interest. A Resident Holder of Debentures that throughout the relevant taxation year is a Canadiancontrolled private corporation, as defined in the Tax Act, may be liable to pay a refundable tax of 6 2 /3% on its aggregate investment income, which is defined in the Tax Act to include interest income. Disposition of Debentures

82 A disposition or deemed disposition of a Debenture by a Resident Holder, including upon a payment on maturity, an accelerated payment or purchase for cancellation, will generally result in the Resident Holder realizing a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition (computed as described below) are greater (or less) than the aggregate of the Resident Holders adjusted cost base thereof and any reasonable costs of disposition. Such capital gain (or capital loss) will be subject to the tax treatment described below under Taxation of Capital Gains and Capital Losses. Where the Corporation elects to satisfy the payment on maturity or accelerated payment by issuing Non-Voting Shares to a Resident Holder instead of paying cash, or where the Corporation elects to convert a Debenture into Non-Voting Shares pursuant to the Share Conversion Right, the Resident Holder will be considered to have received proceeds of disposition equal to the greater of the fair market value of such Non-Voting Shares (other than Non-Voting Shares received in satisfaction of accrued and unpaid interest) and the fair market value of the Debenture, each at the date of disposition of the Debenture. The Resident Holders cost of the Non-Voting Shares so received will be equal to the fair market value of such Debenture. The adjusted cost base to a Resident Holder of Non-Voting Shares at any time will be determined by averaging the cost of such Non-Voting Shares with the adjusted cost base of any other Non-Voting Shares owned by the Resident Holder as capital property at that time. Upon a disposition or deemed disposition of a Debenture, a Resident Holder will generally be required to include in income interest accrued on the Debenture to the date of disposition to the extent such amount has not otherwise been included in the Resident Holders income for the taxation year or a preceding taxation year, and such amount will be excluded in computing the Resident Holders proceeds of disposition of the Debenture. If interest has accrued on a Debenture, a Resident Holder who disposes of the Debenture for consideration equal to its fair market value will generally be entitled to deduct in computing income for the year of disposition an amount equal to any such interest included in income for that or any preceding year to the extent that no amount was received or became receivable by the Resident Holder in respect of the interest so accrued. Taxation of Capital Gains and Capital Losses Generally, one-half of any capital gain (a taxable capital gain) realized by a Resident Holder in a taxation year must be included in the Resident Holders income for the year, and one-half of any capital loss (an allowable capital loss) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act. The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a Non-Voting Share may be reduced by the amount of dividends received or deemed to be received by it on such Non-Voting Share (or on a share for which the Non-Voting Share has been substituted) to the extent and under the circumstances described by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Non-Voting Shares, directly or indirectly, through a partnership or a trust. A Resident Holder that is, throughout the relevant taxation year, a Canadian-controlled private corporation, as defined in the Tax Act, may be liable for a refundable tax of 6 2/3% on investment income, including taxable capital gains. Capital gains realized by an individual (including certain trusts) may give rise to a liability for

83 alternative minimum tax as calculated under the detailed rules set out in the Tax Act.

Holders Not Resident in Canada The following discussion applies to a holder who acquires all of the interest in the Securities as beneficial owner and who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is neither resident nor deemed to be resident in Canada, and does not, and is not deemed to, use or hold Securities, in carrying on a business in Canada (a Non-Resident Holder). In addition, this discussion does not apply to an insurer who carries on an insurance business in Canada and elsewhere or to an authorized foreign bank (as defined in the Tax Act). Dividends Paid by the Corporation The amount of any dividends received by a Non-Resident Holder on its Non-Voting Shares will be subject to Canadian withholding tax at a rate of 25% of the gross amount of the dividend, unless such rate is reduced under the provisions of an applicable income tax treaty or convention. Disposition of Non-Voting Shares The Non-Voting Shares constitute taxable Canadian property for purposes of the Tax Act. As a result, a Non-Resident Holder will be subject to taxation in respect of any gain realized on the disposition of their Non-Voting Shares unless the Non-Resident Holder is afforded relief under an applicable tax treaty or convention. In the event that the disposition of Non-Voting Shares by a Non-Resident Holder is not exempt from tax under the Tax Act pursuant to the terms of an applicable income tax treaty or convention, such Non-Resident Holder will realize a capital gain (or capital loss) generally in the circumstances and computed in the manner described above under - Holders Resident in Canada Disposition of NonVoting Shares and the tax consequences described thereunder will generally apply. In addition, each Non-Resident Holder will be required to apply for and deliver to any purchaser of its Non-Voting Shares a certificate of compliance pursuant to section 116 of the Tax Act in respect of the disposition of its Non-Voting Shares to such purchaser in order to avoid withholding by such purchaser of a portion of the relevant purchase price payable to it. Such application may be submitted before any such sale of Non-Voting Shares, but in any event must be submitted no later than 10 days thereafter. If a certificate of compliance acceptable to the purchaser of the Non-Voting Shares is not obtained by a Non-Resident Holder and delivered to the purchaser in respect of the purchase price of such Non-Resident Holders Non-Voting Shares, the purchaser is required to withhold up to 25% of such payment (the Withheld Funds) as permitted by section 116 of the Tax Act. In the event that the NonResident Holder does not apply for a certificate of compliance, or a certificate of compliance is not ultimately delivered to the purchaser within the time period prescribed by the Tax Act, the purchaser is required to remit the Withheld Funds to the Receiver General for Canada as tax on behalf of the NonResident Holder. Non-Resident Holders are urged to contact their own tax advisors regarding the requirements and procedure for obtaining a certificate of compliance pursuant to section 116 of the Tax Act, and should apply for certificates of compliance as soon as possible when it has decided to dispose of Non-Voting Shares. A Non-Resident Holder may be required to report the disposition of its Non-Voting Shares by filing a tax return under the Tax Act for the Non-Resident Holders taxation year that includes the disposition, whether or not the disposition is subject to tax. Taxation of Interest on Debentures Under the Tax Act, interest and principal paid or credited, or deemed to be paid or credited, to a

84 Non-Resident Holder on the Debentures will be exempt from Canadian withholding tax. A Non-Resident Holder will not be subject to tax under the Tax Act in respect of the receipt of interest on the Debentures. Disposition of Debentures A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by the Non-Resident Holder on a disposition of the Debentures. ELIGIBILITY FOR INVESTMENT In the opinion of Blake, Cassels & Graydon LLP, counsel to the Corporation and McCarthy Ttrault LLP, counsel to the Agents, provided the Corporation qualifies as a public corporation (within the meaning of the Tax Act), the Non-Voting Shares and the Offering Debentures, when issued, and the Interest Debentures, if and when issued, will be qualified investments under the Tax Act for Deferred Plans (except, in the case of the Offering Debentures and the Interest Debentures, a deferred profit sharing plan to which the Corporation, or an employer that does not deal at arms length with the Corporation, has made a contribution). Investors should consult their own advisors regarding the tax implications of establishing, amending, terminating or withdrawing amounts from a Deferred Plan. Provided that the holder of a TFSA or, pursuant to the RRSP/RRIF Proposals, the annuitant under a RRSP or RRIF does not hold a significant interest in the Corporation or any person or partnership that does not deal at arms length with the Corporation for purposes of the Tax Act, and provided that such holder or annuitant deals at arms length with the Corporation for purposes of the Tax Act, the NonVoting Shares, Offering Debentures and Interest Debentures will not be prohibited investments for a trust governed by such TFSA or, pursuant to the RRSP/RRIF Proposals, such RRSP or RRIF. Investors are advised to consult their own tax advisors with respect to whether Non-Voting Shares, Offering Debentures and Interest Debentures are prohibited investments for their TFSAs or, pursuant to the RRSP/RRIF Proposals, RRSPs or RRIFs. RISK FACTORS In addition to factors set forth elsewhere in this prospectus, potential investors should carefully consider the following factors, many of which are inherent to the ownership of the Debentures and NonVoting Shares. An investment in the Debentures and Non-Voting Shares involves various risks and uncertainties. The risks discussed in this prospectus can adversely affect the Corporations operations, operating results, prospects and financial condition. This could cause the value of the Debentures and Non-Voting Shares to decline and cause investors therein to lose part or all of their investment. In addition to those set out below and elsewhere in this prospectus, other material risks and uncertainties of which the Corporation is not presently aware also may harm the activities of the Corporation. The following is a summary only of the material risk factors involved in an investment in the Debentures and Non-Voting Shares. Prospective investors should review the risks with their legal and financial advisors. Also, see "Cautionary Statements". No Guarantee that Investment in the Debentures and Non-Voting Shares will be Successful There can be no guarantee that investors will not realize losses from an investment in the Debentures and Non-Voting Shares and there can be no assurance that the strategy of acquiring the Properties will be successful or that the objective of earning a profit in connection with the development and sale of lots from the Properties will be achieved. Real estate investment and development involves a high degree of risk that even the combination of experience and knowledge may not be able to avoid. Success in these objectives will depend to a certain extent on the efforts and abilities of the management of the Corporation, of WAM, as manager of the Corporation, of WDM, as the manager of the development of the Properties, and on a number of other external factors, such as, among other things, the development of the residential and commercial real estate markets in the vicinity of the Properties and the

85 general political and economic conditions that may prevail from time to time, which factors are beyond the control of the Corporation, WAM and WDM. 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 real estate investment. If the Corporation fails to address any of these risks or difficulties adequately, its investment performance likely will suffer. Future profits, if any, will depend upon various factors, including the growth of the metropolitan area of Edmonton and the regions around the Properties, the success, if any, of the development and marketability of the Properties, the receipt of applicable government approvals, the application of government regulations and enforcement of such regulations and general political and economic conditions. There is no assurance that the Corporation can operate profitably or that the Corporation will successfully implement its plans. The Corporation may Experience Uninsured Losses The Corporation may not insure the Properties and its activities in a manner that is sufficient and there may be risks that are not foreseen and against which the Corporation may not be able to obtain insurance. Insurance against some risks may not be available or may be prohibitively expensive. Even in cases where the Corporation has insured against loss, the amount of the loss may exceed the limits of the policy, the Corporation may not be able to substantiate the full extent of the loss to the satisfaction of the insurer, any coverage may be subject to large deductibles or co-payments and the limits under applicable policies may be required to be shared among the Corporation, WAM and other affiliates thereof. The Corporation will not be able to insure against total loss of the value of the Properties or the total value paid by the investors for the Debentures and Non-Voting Shares. Risks of Real Property Ownership and Development Real estate investments are generally subject to varying degrees of risk depending on the nature of the property. Such risks include the highly competitive nature of the real estate industry, changes in general economic conditions (such as the availability and cost of mortgage funds), local conditions (such as the supply of office, industrial, retail space or warehousing or the demand for residential real estate in the area and thereby the prices at which serviced lots and parcels may be sold), government regulation and changes therein (such as planning, zoning, taxation of property and environmental legislation), changes in governments and the political environment in the applicable jurisdictions, competition from other available properties and the attractiveness of the property to potential purchasers, including builders. In addition, each segment in the real estate development industry is capital intensive and is typically sensitive to interest rates and general economic conditions. The income generated by real estate properties, if any, is dependent upon general economic conditions and, accordingly, the return on investment may be affected by changes in those conditions. There is also no assurance that the Properties can be expected to be developed profitably. Economic conditions also may affect the municipalities and their ability and willingness to fund infrastructure projects necessary to support development. The market for real property can be affected adversely by economic factors, which may be regional, national or international in scope. Throughout Canada, the real estate market has been experiencing increased weakness and volatility. The recent recession in Canada and the United States and the increased default rates on subprime mortgages in the U.S. and the affect of these increased default rates on the mortgage backed securities market in U.S. and Canada has significantly reduced the amount of debt financing available for real estate projects, in particular, residential real estate projects in the U.S., but Canada as well. Some experts believe that as a consequence of significant drops in prices in the real estate sector, the current value of real estate investments could considerably decrease. This could mean that the development of the Properties may not be completed in accordance with the existing plan, on time or on budget or that the Properties may decrease in value. These factors may have a negative impact on the value of the Corporations interests in the Properties, on the length of time the Corporation will be required to hold the

86 Properties, on the purchase price of the lots from the Properties when they are eventually sold and on the value of the Debentures and Non-Voting Shares. The Corporation will be required to make certain expenditures in respect of its activities, including, but not limited to, the payment of property taxes, maintenance costs, insurance costs and related charges, regardless of whether the Properties are producing sufficient income to service such expenses. If the Corporation is unable or unwilling to meet such payment obligations, losses could be sustained as a result of the exercise by creditors of rights of foreclosure or sale. Various factors can affect the timing and profitability of real estate development and construction. While certain plans have been made for development of the Properties, there is no assurance that such plans will be met on a timely basis or at all. There is also no assurance that the Properties can be developed profitably. The Corporation will be subject to risks inherent in the development of residential real estate including: (i) construction and other unforeseen delays; (ii) the incurring of construction and development costs in advance of securing sales revenue; (iii) cost overruns; (iv) the inability to secure the appropriate development and other necessary approvals in a timely and cost effective manner; (v) the inability to sell lots from the Properties; and (vi) fluctuations in demand and supply for developed properties. Regulatory Approvals and Third Party Approvals Full development of the Properties requires zoning, subdivision and other approvals for each phase of the Properties, including Phase 1, from local government agencies and other approving authorities that have the jurisdiction over regulatory planning and development approvals in Edmonton. The process of obtaining such approvals may take many months, and there can be no assurance that the necessary approvals will be obtained or obtained in a manner that is acceptable for the purposes of the proposed development of the Properties. There is also a possibility that additional approvals to those described above may be necessary due to new legislation or for other reasons. Holding costs will accrue while regulatory approvals are being sought and delays in obtaining such approvals could render the development of the Properties uneconomic. Failure to obtain acceptable approvals in a timely manner could have a significant negative affect on the value of the Properties and, in turn, on the value of the Debentures and Non-Voting Shares. In addition, there is the potential for the discovery of archaeological sites on the Properties, which may require the Corporation to preserve the site at its expense and refrain from developing all or a portion of the Properties. In addition, any required easement, cost sharing or other similar agreements with neighbouring land owners required for development of the Properties may not be obtained on a timely basis, if at all. Environmental Matters and Other Concerns There can be no assurances that environmental contamination will not occur as a result of the development of the Properties or any other activity on, or occupation of, the Properties or farming, other operations or other occupation on adjacent parcels of land. There can be no assurances that if such environmental contamination does occur that it will not be significant or will not significantly reduce the value of the Properties and, in turn, the value of the Debentures and Non-Voting Shares. Under various environmental laws, ordinances and regulations, the current or previous owners or operators of the Properties, and the Corporation, once it acquires the Properties, may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in the Properties. These costs could be substantial. 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, or restrictions imposed by environmental laws on the manner in which the Properties may be operated or developed, could adversely

87 affect the Corporations ability to sell lots from the Properties or to borrow using the Properties as collateral and also could potentially result in claims against the Corporation. Environmental laws provide for sanctions for non-compliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for release of, and exposure to, hazardous substances into the air. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances. The cost of defending against claims of liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims could be substantial and reduce the value of the investment in the Debentures and Non-Voting Shares. The Corporation may be subject to liability for undetected pollution or other environmental hazards against which it cannot insure, or against which it may elect not to insure where premium costs are disproportionate to the Corporations or WAMs or WDMs perception of relative risk. Highly Speculative The purchase of Debentures and Non-Voting Shares is highly speculative. A potential investor should purchase the Debentures and Non-Voting Shares only if it is able to bear the risk of the entire loss of its investment. An investment in the Debentures and Non-Voting Shares should not constitute a significant portion of an investors portfolio. Investment Not Liquid Real property investments tend to be relatively illiquid, with the degree of liquidity generally fluctuating in relation to the demand for, and for the perceived desirability of, the investment. The costs of holding real estate are considerable and the Corporation, as a holder of interests in the Properties during a recessionary period, may be faced with ongoing expenditures with little prospect of significant income. If it was necessary to liquidate all or a portion of the Properties, the proceeds to the Corporation might be significantly less than the total value of its investment on a going concern basis. There is no market over which the Debentures or Non-Voting Share may be traded, and it is very unlikely that one will develop. Consequently, holders of Debentures and Non-Voting Shares may not be able to liquidate their Debentures and Non-Voting Shares in a timely manner, if at all, or pledge their Debentures and Non-Voting Shares as collateral for loans. Requirement of Proportionate Transfer of Debentures and Non-Voting Shares The Corporations objective of a Net IRR of 13.5% on the $10.00 offering price of a Unit in this Offering is based on, among other things, the purchaser of a Unit hereunder continuing to hold the Non-Voting Share and Offering Debentures comprised in that Unit until the completion of the Project. Transferring or acquiring some of one security without similarly transferring or acquiring a proportionate amount of the other securities may result in the holder receiving a return that is materially and substantially less than what it would have received had it transferred or acquired proportionate amounts of all of the securities comprised in one Unit. As a result, Offering Debentures or Interest Debentures or Non-Voting Shares (including Non-Voting Shares and Offering Debentures held on behalf of the holders through trustees or agents or through the CDS book based system) (the Initial Selling Securities) may not be sold, assigned or transferred by the holder thereof, in whole or in part, unless the holder also concurrently sells, assigns or transfers to the same person to whom the holder is selling, assigning or transferring the Initial Selling Securities, the same proportionate principal amount or number of the other of the Offering Debentures, Interest Debentures and Non-Voting Shares held by the holder on the date of transfer as the principal amount or number of the Initial Selling Securities being sold bears to the total principal amount or number of the Offering Debentures, Interest Debentures or Non-Voting Shares, as the case may be, held by the holder at that time. Pursuant to the terms of the Indenture, each holder of Debentures, by his acceptance thereof, agrees to and shall be bound by the

88 provisions referred to above as it relates to Offering Debentures, Interest Debentures or NonVoting Shares. This may affect the pricing of the Non-Voting Shares and Offering Debentures if the investor wishes to resell the Non-Voting Shares and Offering Debentures, the transparency and public availability of prices for which the Non-Voting Shares or the Offering Debentures may be resold, the liquidity of the Non-Voting Shares and the Offering Debentures, the extent of issuer regulation or the ability of the investor to pledge their Offering Debentures or Non-Voting Shares as collateral for loans. Debentures and Non-Voting Shares Not Redeemable The Debentures and Non-Voting Shares are not redeemable and therefore the holders thereof will have no right to demand that the Corporation redeem the Debentures or Non-Voting Shares. No Voting Rights and No Annual Meetings for Non-Voting Shares or Debentures Except as otherwise discussed in this prospectus (see "Description of the Securities Distributed"), a holder of Non-Voting Shares or Debentures will have no voting rights in the Corporation and are not entitled to vote at or attend any meetings of the shareholders of the Corporation. The holders of the NonVoting shares or Debentures will not have the right to elect the directors (or the officers) of the Corporation which right is held solely with the Class A Shareholder. There is no shareholder agreement restricting the Class A Shareholder, and as such it may do any act it sees fit provided only that it complies with applicable law. Annual meetings of holders of Non-Voting Shares or Debentures will not be held. As a result, holders of Non-Voting Shares and Debentures must rely solely on management of the Corporation. Required Loans May not be Provided, May Terminate or May not be Sufficient The Construction Loan will not provide funding for the development of phases of the Properties beyond Phase 1. It is anticipated that further construction loans will be required to fund the costs of the development of those further phases. There can be no guarantee that such construction loans can or will be obtained on similar terms as the Construction Loan or at all. There can be no guarantee that (i) the Construction Loan will eventually be provided by the financial institution or that the financial institution will not materially alter the terms thereof before it is provided to the Corporation, (ii) any renewal of the Construction Loan, if required, will occur on similar terms thereof or at all, or (iii) that the lender under the Construction Loan will not demand repayment of the amounts under this loan at a time when the Corporation does not have the funds to repay this loan. This will require alternate financing which may be considerably more expensive or may not be available. Loss or changes in the terms of this loan could have a negative impact on investor's returns. The Corporation has the authority to negotiate and obtain other loans or loan facilities on behalf of the Corporation for the purposes of carrying out the operations of the Corporation and to grant security against the assets of the Corporation, including the Properties, without obtaining the approval of the holders of the Debentures and the Non-Voting Shares. The Corporation may exercise this power in a number of circumstances including (i) if it wishes to replace the Construction Loan for any reason, (ii) the Construction Loan is not provided, (iii) the Construction Loan is terminated for any reason, or (iv) when other credit facilities, loans or borrowings are required to be entered into by the Corporation to pay for the development of the Properties, including development of the Properties beyond Phase 1, or to pay for other costs of the Corporation. Any such borrowing and the granting of security against the assets of the Corporation with respect thereto, which may be from arm's length third parties and/or, subject to compliance with all applicable laws and receipt of all required regulatory approvals (if any), from affiliates of WAM or from affiliates of holders of Debentures or Non-Voting Shares, will be on such terms as the Corporation determines to be appropriate. Any such borrowings by the Corporation may be evidenced by promissory notes or other evidences of indebtedness. Such borrowings may include

89 securities offerings by the Corporation of indebtedness, such as notes or debentures, which may or may not be secured by the assets of the Corporation, including the Properties. Any further borrowings by the Corporation will likely take priority over payments on the Debentures and Non-Voting Shares. There can be no assurances that the Corporation will be able to obtain financing for the purposes of the Corporation when required, or if it can obtain such financing, that such financing will be on terms that are reasonable or acceptable to the Corporation. The failure or inability of the Corporation to obtain such financing will have a material negative effect on the ability of the Corporation to develop the Properties on a timely basis, or at all, which will have a material negative effect on the value of the Debentures and Non-Voting Shares and any return to the Subscribers therefrom. Corporation will have Substantial Amount of Debt Due to the structure of this Offering, the Corporation will have substantial debt including the Offering Debentures (and potential Interest Debentures), the Construction Loan and potentially other loan facilities which the Corporation may have to enter into from time to time to replace the Construction Loan in subsequent phases of the development of the Properties. This amount of debt results in an increased risk of potential insolvency of the Corporation which will have a significant material impact on the Corporation, its ability to continue its operations and its ability to make payments and distributions on the Debentures and the Non-Voting Shares. Under the ABCA, the Corporation is unable to pay dividends on its Non-Voting Shares if (i) it is unable to pay its liabilities as they become due or (ii) the realizable value of its assets is less than the aggregate of its liabilities and stated capital of all classes of its shares. It is anticipated that the lenders of the Construction Loan and any other credit facilities, loans or borrowings entered into by the Corporation will, unless they determine otherwise in their sole discretion, place restrictions on the Corporation's ability to make any payments on the Debentures and Non-Voting Shares until the Construction Loan has been repaid in full. If the Corporation defaults in the repayment of any indebtedness or becomes insolvent, the creditors holding such indebtedness, including the creditors under the Construction Loan and similar credit facilities, will be entitled to exercise available legal remedies against the Corporation, including, among other things, preventing any payments (including interest) on the Debentures or Non-Voting Shares, declaring the full amounts of such loans immediately repayable by the Corporation and exercising their rights against the assets of the Corporation including the Properties. There is no assurance that there will be assets available to recover any portion of an investors investment. Subordination of Debentures to Senior Indebtedness The payment of the principal of, and interest on, the Debentures will be subordinated in right of payment, as set forth in the Indenture, to the prior payment in full of all Senior Indebtedness of the Corporation, including the Construction Loan. If the Corporation defaults in the repayment of any such Senior Indebtedness or becomes insolvent, the creditors holding such Senior Indebtedness will be entitled to exercise available legal remedies against the Corporation. There is no assurance that there will be assets available to recover any portion of an investors investment. See "Risk Factors Corporation will have Substantial Amount of Debt". The Board of Directors has the Discretion to Determine the Form of Payment of Cash Distributions The board of directors of the Corporation will determine, from time to time and in its sole discretion, whether available cash flow from the development of the Properties should be provided to the investors hereunder as repayment of the principal amount of the Debentures or the payment of dividends or other payments on the Non-Voting Shares, as well as the amounts and timing of such payments. Depending on the circumstances, the repayment of the principal amount of the Debentures on a quicker timeline could result in a lower return to the holders of the Debentures and Non-Voting Shares from their

90 investment therein due to a decrease in the interest expense available to reduce the gain realized by the Corporation on the disposition of the Properties. Competition The Corporation competes with other investors, developers, and owners of properties for the sale of desirable real estate properties. Some of the commercial, retail and residential properties of the competitors of the Corporation are newer, better located, better capitalized and/or more developed than the Properties. 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 to market the Properties, and could adversely affect the profitability of the Corporation. Affiliates of the Corporation, WAM and WDM (including WAM and WDM) manage, and manage the development of, other properties around the City of Edmonton or elsewhere that may be competitive to the Properties. Builder Contract Risk The success of any development project is to a certain extent dependent upon the ability to attract builders with successful track records in sales and construction. In the event that any of the builders that are contracted with in connection with the Properties should cease operating in connection with the Properties or not comply with their obligations to the Corporation under the applicable agreements, the financial performance of the Corporation will depend upon WDMs ability to find a replacement builder or builders. There can be no guarantee that WDM will find suitable builders on a timely basis or on terms that are advantageous to the Corporation. Undue Reliance Should Not be Placed on Net IRR Calculations The Net IRRs contained in this prospectus are expressly qualified in their entirety by the statement made in "Cautionary Statements" and elsewhere in "Risk Factors". Although based on what are believed to be reasonable assumptions, there can be no assurances to prospective investors that actual results will be consistent with the Net IRRs set out herein. While it is believed that Net IRRs are an important measure in assessing potential returns on investments of this type, the risk factors should be considered carefully and prospective investors should not place undue reliance on the Net IRR calculations. In preparation of the financial model for the Project, including the preparation of the sensitivity information provided under The Properties, Area and Investment Plan Edgemont Investment Plan Sensitivity Analysis, WAM made a number of assumptions relating to the development plan that will be used in the development of the Properties, the revenues that will be obtained from the sale of lots and parcels from the Properties, the costs applicable to the development and the absorption rates of the lots from the Properties. If any of these assumptions turn out to be materially and adversely incorrect, the returns from the Project and to investors in the Corporation may be materially and adversely different from those described herein. Historical Performance of Other Walton Development Projects are not an Indication as to Future Success of the Project The information set out elsewhere in this prospectus as to the historical performance of other Walton Group development projects is intended to allow prospective investors to evaluate the experience of WDM and WAM in managing such other projects and to assess the reasonableness of the Corporations investment objectives, including the anticipated timeline of the Project. These projects are subject to the credit risk that the parties to these lot purchase agreements may be unable to meet their respective obligations and that the project may suffer a loss of the benefit of any payments due thereunder. The information disclosed is historical and relates to other projects and is not intended to be, nor should it be construed as, an indication as to future value, success or returns in respect of

91 the Units, the Properties or the Project.

Corporation Purchasing Properties on an "as is, where is" Basis Under the terms of the Subdivision and Property Purchase Agreements, the purchaser thereunder (which will be the Corporation once these agreements have been assigned to the Corporation) agrees that it is purchasing the Properties on an "as is, where is" basis with respect to the physical and environmental condition of the Properties and that the vendors thereof make no representation or warranty to the purchaser with respect to the physical or environmental condition of the Properties. Determination of Purchase Price The purchase price of the Properties under the Subdivision and Property Purchase Agreements was determined with reference to appraisals which were based on assumptions about the Properties, including as to planning, zoning and other municipal approvals, as well as with respect to the status of services and infrastructure, some of which are not currently in place, and not with reference to the current market price of the Properties. Subdivision and Property Purchase Agreements Restrict the Claims and Amount of Damages Available to the Corporation The Subdivision and Property Purchase Agreements (i) limits the amount of liability of the vendors thereunder to the Corporation as a purchaser of the Properties, to the lesser of actual damages to them and, in the case of Edgemont Parcel A, $350,000, in the case of Edgemont Parcel B, $50,000 and, in the case of Edgemont Parcel C, $500,000, (ii) restricts any claim that the Corporation may have against the vendors under the agreement to a claim for damages only and not specific performance, and (iii) provides that, in the event that the Corporation has any claims against the vendors, Walton may provide a written indemnity in respect of some or all of the current registered owners of the Properties and, if it does so, the Corporation will not bring any claim against such registered owners. If Purchase of Properties Does Not Close, Investors will receive less than Purchase Price of Units Back If the Closing of the Offering has occurred but the Corporation is not able to acquire an interest in any of the Properties for any reason on or before December 31, 2011, the Corporation will repay the Debentures and will wind-up and dissolve and distribute the remainder of the assets of the Corporation, if any, to the holders of the Non-Voting Shares. In those circumstances, the Corporation will have expenses related to, among other things, the formation of the Corporation and the Offering as well any Follow-on Private Placement and other expenses to the date of wind-up and dissolution and, accordingly, the amounts returned to the holders of the Offering Debentures and Non-Voting Shares will be less than the purchase price paid for them under the Offering. See "Use of Proceeds", including Note 2 to the notes thereto. Changes in Legislation and Policies There can be no assurances that provincial, county or municipal legislation will not be implemented or policies and frameworks will not be implemented by the applicable municipal bodies or other government regulators having jurisdiction over the Properties which places restrictions on the ability to develop the Properties or which generally has the effect of significantly reducing the value, or the potential value, of the Properties.

92 Conflicts of Interest WAM is the promoter of the Corporation. The Corporation does not have any employees. It will rely on the employees of its affiliates (including WAM and WDM) for the day-to-day management of its affairs. The Corporation estimates that the Directors and officers of the Corporation will dedicate little time to the Corporation's operations. As directors and/or officers of Walton Global, Walton, WAM, WDM and/or other entities of the Walton Group or of other entities, the Directors and officers of the Corporation are responsible for a number of other business endeavours and may engage in other business activities. The Directors and officers of the Corporation are involved as directors and/or officers of other entities that manage other properties and investment entities in which WAM or affiliates thereof are involved as a promoter, manager and/or owner. As a result, these people will be allocating their time between the Corporation and other activities in which WAM and these affiliates may be involved, including other activities relating to properties or investment entities which, at that time, may have better development potential or better potential for profit, or in which WAM or its affiliates may own a greater interest, than the Properties. WAM, an affiliate of the Corporation, will manage the Corporation under the terms of the Management Services Agreement and will receive the Management Fee for doing so. WDM, an affiliate of the Corporation and WAM, will manage the development of the Properties under the terms of the Project Management Agreement and will receive the Development Fee and the Performance Fee for doing so. Walton, an affiliate of the Corporation and of WAM, will receive Units from the Corporation in exchange for interests that it holds in the Properties. 1271262, a company owned by William K. Doherty, President and Chief Executive Officer of the Corporation, currently is the proposed purchaser of the Properties under the Subdivision and Property Purchase Agreements and proposes to assign its interests under those Agreements to the Corporation and, if applicable, WLIA pursuant to the terms of the Assignment Option Agreements to permit the Corporation and, if applicable, WLIA to acquire the Properties. If less than the Maximum Offering is raised, WLIA, an affiliate of the Corporation and WAM, will acquire undivided interests in those Properties that the Corporation does not acquire a 100% interest in and the Co-Ownership Agreements between WLIA and the Corporation will set out their respective rights and obligations as owners of those Properties. Thereafter, to the extent that the Corporation sells further Units pursuant to a Follow-on Private Placement, the Corporation will use the proceeds thereof to acquire up to all of the interest that WLIA holds in those Properties. Certain affiliates of the Corporation and WAM may be involved in brokering the sale of lots from the Properties, for which they will be paid commissions at standard industry rates. It is anticipated that one or more of the selling agents for any Follow-on Private Placement will be affiliates of the Corporation and WAM. Such affiliates will receive fees from the Corporation in this regard. Walton may be the largest holders of Debentures and Non-Voting Shares after the completion of the acquisition of the Properties. The Corporation may propose from time to time that it enter into other contractual arrangements with WAM, WDM and/or their affiliates for the provision of certain services for which fees will be paid to them. Other than the Performance Fee, amounts owing to WAM or WDM and/or their affiliates under the Management Services Agreement, the Project Management Agreement or other agreements will or may be paid by the Corporation before any cash amounts are paid on the Debentures and Non-Voting Shares. Certain amounts will be paid to WAM and/or WDM out of Working Capital. Other scenarios may arise where affiliates of the Corporation, WAM or WDM are parties to an agreement with the Corporation, or in respect of the Properties. Any of the above may adversely impact the development or sale of lots from the Properties. The Corporation may Exhaust Working Capital The Corporation will set aside, out of the Available Funds raised from the Offering and any Follow-on Private Placement, the Working Capital that will be used by the Corporation to pay a number

93 of ongoing costs and expenses of the Corporation. The Corporation also proposes to eventually pay ongoing costs and expenses from the proceeds of the Construction Loan and from the proceeds of the sale of serviced lots. If for any reason, these other funding sources are not available or sufficient to pay such costs and expenses and the resources under the Working Capital are exhausted, there can be no guarantee that the Corporation will be able to obtain other third party financing or funding sources to pay these costs and expenses. Corporations Ability to Deal with Properties Subject to Consent from WLIA If the Maximum Offering is not raised, the Corporation will acquire less than a 100% ownership interest in some or all of the Properties. If this is the case, WLIA, an affiliate of the Corporation, WAM and WDM, will acquire an interest in those Properties as a co-owner. In this event, the Co-Ownership Agreements and the Project Management Agreement will set out the respective rights and obligations of the Corporation and WLIA as Co-Owners of those Properties. The terms of the Project Management Agreement and the Co-Ownership Agreements provide that, in most circumstances, where consent must be given by the Corporation in order for certain action and matters to be undertaken with respect to those Properties, similar consent must also be obtained from WLIA as a Co-Owner of those Properties. Therefore, WLIA will have the right to participate in decision-making with respect to most matters relating to those Properties. In making those decisions, WLIA will consider its best interests rather than those of the Corporation or the holders of the Non-Voting Shares and Debentures. Properties Subject to Farm Leases The Properties are subject to farm leases. There may be delays relating to obtaining vacant possession of the Properties if it is proposed that the leases be terminated. Political and Economic Climate The Province of Alberta, and more specifically, the City of Edmonton, present social, economic and political conditions that are reasonably stable. However, these levels of government and the federal government could implement legislation and policies that would have an adverse affect on the value of the Debentures and Non-Voting Shares. Examples of such policies are tax reform, zoning restrictions, land ownership restrictions, transportation policies, development moratoriums, annexation proceedings or other adverse economic and/or monetary policies. In addition, the Alberta economy may not attain levels of growth that it has achieved in the past and projections regarding future growth may not be accurate. Reliance on Management Decisions regarding the management of the Corporations affairs as well as the development of the Properties will be made exclusively by the officers and Directors of the Corporation as well as by WAM and WDM to the extent they are delegated to WAM and WDM under the Management Services Agreement and the Project Management Agreement, and not by the holders of the Debentures and NonVoting Shares. It is not intended that annual meetings of the holders of the Debentures or the Non-Voting Shares will be held. Accordingly, investors must carefully evaluate the personal experience and business performance of WAM, of WDM and of the Directors and the officers of the Corporation. The Corporation may retain independent contractors, including affiliates of the Corporation, WAM and WDM, to provide services to the Corporation. These contractors have no fiduciary duty to the Corporation or the holders of the Non-Voting Shares and Debentures. The success of the Corporation will be largely dependent upon the performance of the management and key employees of WAM and WDM. There is a risk that the death or departure of any member of management or any key employee of WAM or WDM could have a material adverse effect on the Corporation and the value of the Debentures and the Non-Voting Shares. Affiliates of, or other Parties connected to, the Corporation and WAM may constitute the

94 largest Holders of Debentures and Non-Voting Shares of the Corporation Walton, a company in the Walton Group and an affiliate of the Corporation, WAM, WDM and WLIA, will acquire not less than 5% of the Non-Voting Shares and the Debentures of the Corporation in connection with the Offering. It will do this by (a) transferring, at the time of the acquisition by the Corporation of the Properties, its interests in the Properties for a price of $1,123,024 payable by the issuance by the Corporation to Walton of 118,525 Units at a price of $9.475 per Unit (being the $10.00 price of a Unit under the Offering less the fee payable to the Agents under the Offering for each Unit sold under the Offering), such aggregate number of Units comprised of (i) 118,525 Non-Voting Shares at a price of $2.50 per share, and (ii) $888,937.50 principal amount of Debentures at a discounted price of $826,711.88, and (b) acquiring, if necessary, either itself or through an affiliated entity, further Units at a price of $10.00 per Unit so that it and such entity hold not less than 5% of the outstanding Non-Voting Shares and not less than 5% of the outstanding principal amount of the Debentures upon completion of the Offering and the acquisition of the Properties by the Corporation. Walton may be the largest holder of Debentures and Non-Voting Shares after the completion of this Offering, any Follow-on Private Placement and the acquisition of the Properties by the Corporation. Income Tax Aspects Canadian federal and provincial tax aspects should be considered prior to investing in the Units. See "Certain Canadian Federal Income Tax Consequences". The return on a holders investment in NonVoting Shares and Debentures may be affected by changes in Canadian tax laws. The discussion of income tax considerations in this prospectus is based upon current Canadian federal income tax laws and regulations and the Tax Proposals. There can be no assurance that: (a) the Tax Proposals will be enacted as proposed and that applicable tax laws, regulations or judicial or administrative interpretations will not be changed; (b) applicable tax authorities will not take a different view as to the interpretation or the application of tax laws and regulations than the Corporation, or than as set out in this prospectus; or (c) the facts upon which the tax discussions set out in the prospectus are based are materially correct. Any of the preceding may fundamentally alter the tax consequences to investors of holding or disposing of Units. For example, because the Properties will be considered inventory to the Corporation rather than capital property, tax authorities and/or the courts may take the view that the Non-Voting Shares are held by the holders on income account (as an adventure in the nature of trade) rather than capital account, which, if correct, would result in any gains or losses realized by the holders on the disposition or deemed disposition of their Non-Voting Shares being taxed on income account rather than on capital account. If the Corporation and any of the vendors of the Properties were considered not to deal at arms length for purposes of the Tax Act and the transfer of the Properties between the Corporation and any of the vendors of the Properties were done at a price in excess of fair market value, certain provisions in the Tax Act may apply to reduce the cost of the Properties to fair market value, which could result in additional income in the Corporation. The discussion of certain Canadian tax considerations contained in this prospectus is provided for information purposes only and is not a complete analysis or discussion of all potential tax considerations that may be relevant to the acquisition of the Units. In particular, this prospectus does not contain a discussion of provincial or foreign tax considerations related to the acquisition of the Units. Prospective investors are urged to consult their own tax advisors prior to investing in the Corporation, with respect to the specific tax consequences to them from the acquisition of the Units. There can be no assurance that income tax laws or the interpretation and application of such laws by courts and governmental authorities will not be changed in a manner which adversely affects the taxation of the Corporation or the distributions received by the holders of Non-Voting Shares and Debentures.

95 Withholdings To the extent that the cash amount of any payment that is to be made by the Corporation to a holder of Debentures from which a withholding and remittance is required to be made, is not sufficient for the purposes of the amount required for such withholding and remittance, the Corporation may, but is not required to, fund the remainder of such withholding from its own resources and then deduct such amounts from future payments or distributions under the Debentures or Non-Voting Shares with interest. See "Description of the Securities Distributed The Debentures - Withholdings". In the event that the holder becomes liable to the Corporation for the amount withheld and remitted to the CRA, the holder should consult with its own counsel regarding any possible local withholding tax obligations on payment or crediting of interest to the Corporation. Canadian Generally Accepted Accounting Principles ("GAAP") The Corporation prepares its financial statements under GAAP which, for publicly accountable enterprises, is International Financial Reporting Standards (IFRS). IFRS requires that management apply certain accounting policies and make certain estimates and assumptions that affect reported amounts in the financial statements of the Corporation. Those assumptions may affect the reported amounts in the financial statements of the Corporation. Further Encumbrances May be Placed Against Properties Immediately after the acquisition of the Properties by the Corporation and, if applicable, WLIA, it is anticipated that title to the Properties will be subject to the specific encumbrances referred to in "Acquisition of the Properties by the Corporation Properties Acquisition" and described in Schedule "A" hereto. It is anticipated that title to the Properties will also eventually be subject to encumbrances relating to the Construction Loan. There can be no assurances that, between the date of this prospectus and the date of the acquisition of an interest in the Properties by the Corporation and/or subsequent to the date thereof, further encumbrances and restrictions will not be registered against any of the Properties, including further encumbrances relating to the Construction Loan and/or encumbrances necessary to satisfy other lenders to the Corporation. Units Not Insured The Corporation is not a member institution of the Canada Deposit Insurance Corporation and the Debentures and the Non-Voting Shares offered pursuant to this prospectus are not insured against loss through the Canada Deposit Insurance Corporation. Single Asset The Corporation was formed solely for the purposes of the acquisition and development of all or a portion of the Properties. The Properties will represent the only significant assets of the Corporation and, therefore, the Corporations financial performance will be directly tied to the value of the Properties. Related Party Transaction and Fees Certain transactions contemplated by the Offering, the Management Services Agreement, the Project Management Agreement, the Co-Ownership Agreements (if any), the Subdivision and Property Purchase Agreements, the Walton Contribution Agreements, the Assignment Option Agreements and the WLIA/Corporation Option Agreements are among related parties and were not negotiated at arm's length. The fees payable to WAM under the Management Services Agreement and to WDM under the Project Management Agreement may be significant.

96 PROMOTER WAM is the promoter of the Corporation as it took the initiative to organize the business of the Corporation and took the steps necessary for the public distribution of the Debentures and Non-Voting Shares. WAM will be the manager of the Corporation and will be entitled to the Management Fee under the Management Services Agreement. See "Acquisition of the Property by the Corporation Management Services Agreement". Walton, an affiliate of the Corporation, WAM and WDM, will receive Debentures and NonVoting Shares from the Corporation in exchange for interests that it holds in the Properties. It is anticipated that Walton may be one of the largest holders of Debentures and Non-Voting Shares after the completion of the acquisition of the Properties. See "Acquisition of the Properties by the Corporation The Walton Contribution Agreements". 1271262, a company owned by William K. Doherty, President and Chief Executive Officer of the Corporation, currently is the proposed purchaser of the Properties under the Subdivision and Property Purchase Agreements and proposes to assign its interests under those agreements to the Corporation and, if applicable, WLIA pursuant to the terms of the Assignment Option Agreements to permit the Corporation and, if applicable, WLIA to acquire the Properties. If less than the Maximum Offering is raised, WLIA, an affiliate of the Corporation, WAM and WDM, will acquire an undivided interest in those Properties that the Corporation does not acquire a 100% interest in and the Co-Ownership Agreement between WLIA and the Corporation will set out their respective rights and obligations as owners of those Properties. Thereafter, to the extent that the Corporation sells further Units pursuant to any Follow-on Private Placement, the Corporation will use the proceeds thereof to acquire up to all of the interests that WLIA holds in those Properties. See "Acquisition of the Properties by the Corporation Properties Acquisition", "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements" and "Acquisition of the Property by the Corporation The WLIA/Corporation Option Agreements". WDM, an affiliate of the Corporation and WAM, will manage the development of the Properties under the terms of the Project Management Agreement and will receive the Development Fee and the Performance Fee for doing so. See "Acquisition of the Properties by the Corporation The Project Management Agreement". It is anticipated that one or more of the selling agents for any Follow-on Private Placement will be affiliates of the Corporation, WAM and WDM. Such affiliates will receive fees from the Corporation in this regard. See "Plan of Distribution". Certain affiliates of the Corporation, WAM and WDM may be involved in brokering the sale of lots from the Properties, for which they will be paid commissions at standard industry rates. The Corporation may propose from time to time that the Corporation enter into other contractual arrangements with WAM, WDM and/or their affiliates for the provision of certain services for which fees will be paid to them. See "Directors and Executive Officers Potential Conflicts of Interest". INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS No director or executive officer of the Corporation, nor any person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10 percent of the Debentures or Non-Voting Shares, nor any associate or affiliate of any such person or company, has a material interest, directly or indirectly, in any transaction since the formation of the Corporation that has materially affected or is reasonably expected to materially affect the Corporation other than:

97 (a) William K. Doherty, the President and Chief Executive Officer of the Corporation is a director and officer of, and D. Blair Nixon, Q.C., F.C.A., the Chief Financial Officer of the Corporation and Leslie A. Fryers, Q.C., the Corporate Secretary of the Corporation, are each an officer of, Walton Global, which indirectly wholly owns the Corporation, and directly wholly owns WAM, WDM, Walton and WLIA; William K. Doherty is also an officer and director of Walton; Clifford H. Fryers is a member of Waltons Board of Advisors; and as provided for in "Promoter" above. RELATIONSHIP BETWEEN THE CORPORATION AND THE AGENTS WAM will co-ordinate the placement of the Debentures and Non-Voting Shares through the Agents and Sub-Agents, if any, in the various jurisdictions where the Debentures and Non-Voting Shares are offered for sale. WAM is an affiliate of the Corporation. AUDITORS, TRANSFER AGENTS AND REGISTRAR PricewaterhouseCoopers LLP, Suite 3100, 111 5th Avenue S.W., Calgary, Alberta, T2P 5L3, is the auditor of the Corporation. Valiant Trust Company, 310, 606 - 4th Street SW, Calgary, Alberta T2P 1T1, is the registrar and transfer agent of the Debentures and Non-Voting Shares. MATERIAL AGREEMENTS The following summarizes the material agreements, and the material terms thereof, to which the Corporation is currently, or proposed to be, a party to in conjunction with the completion of the Offering. The material agreements are: (a) (b) (c) the Indenture described in "Description of the Securities Distributed"; the Management Services Agreement described in "Acquisition of the Properties by the Corporation The Management Services Agreement"; the Subdivision and Property Purchase Agreements described in "Acquisition of the Properties by the Corporation Properties Acquisition" and "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements"; the Project Management Agreement described in "Acquisition of the Properties by the Corporation The Project Management Agreement"; the Co-Ownership Agreements described in "Acquisition of the Properties by the Corporation The Co-Ownership Agreements"; the Assignment Option Agreements described in "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements"; and the Agency Agreement described in "Plan of Distribution Agency Agreement".

(b) (c) (d)

(d) (e) (f) (g)

Copies of the foregoing documents will be available on the System for Electronic Documents Analysis and Retrieval at www.sedar.com.

98 EXPERTS Auditor The auditor of the Corporation is PricewaterhouseCoopers LLP, Chartered Accountants. PricewaterhouseCoopers LLP has advised that they are independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Alberta. Legal Opinions Legal matters in connection with the offering of Debentures and Non-Voting Shares will be passed upon on behalf of the Corporation by Blake, Cassels & Graydon LLP, and on behalf of the Agents by McCarthy Ttrault LLP. As of the date hereof, the partners and associates of each of Blake, Cassels & Graydon LLP and McCarthy Ttrault LLP do not beneficially own, directly or indirectly, any of the outstanding securities or other property of the Corporation. PURCHASERS RIGHTS OF WITHDRAWAL AND RESCISSION Securities legislation in all the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. The securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchasers province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchasers province or territory for the particulars of these rights or consult with a legal adviser.

PricewaterhouseCoopers LLP Chartered Accountants 111 5 Avenue SW, Suite 3100 Calgary, Alberta Canada T2P 5L3 Telephone +1 403 509 7500 Facsimile +1 403 781 1825

AUDITORS CONSENT

We have read the prospectus of Walton Edgemont Development Corporation (the "Corporation") dated , 2011 relating to the offer of a maximum of 3,000,000 Units at $10 per unit. We have complied with Canadian generally accepted standards for an auditors involvement with offering documents. We consent to the use in the above-mentioned prospectus of our report to the shareholders of the Corporation, on the financial statements of the Corporation as at May 19, 2011. Our report is dated May 28, 2011.

, 2011

Chartered Accountants

PricewaterhouseCoopers LLP Chartered Accountants 111 5 Avenue SW, Suite 3100 Calgary, Alberta Canada T2P 5L3 Telephone +1 403 509 7500 Facsimile +1 403 781 1825

, 2011 Auditors' Report To the Directors of Walton Edgemont Development Corporation We have audited the accompanying financial statements of Walton Edgemont Development Corporation, which comprise the balance sheet as at May 19, 2011 and the statements of loss, comprehensive loss and deficit, changes in equity and cash flows for the period May 5, 2011 to May 19, 2011, and the related notes including a summary of significant accounting policies. Managements responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Walton Edgemont Development Corporation as at May 19, 2011 and its cash flows for the period May 5, 2011 to May 19, 2011 in accordance with International Financial Reporting Standards.Yours truly, Chartered Accountants

Walton Edgemont Development Corporation Balance Sheet As at May 19, 2011 (expressed in Cdn dollars)

2011 $ Assets Cash Liabilities Due to related party (note 4) Shareholders deficiency Share capital (note 6) Deficit 100 (2,055) (1,955) 100 2,055 100

The accompanying notes to the financial statements are an integral part of these statements.

Approved by the Board of Directors

(signed) Clifford H. Fryers Director

(signed) David G. Mallory Director

Walton Edgemont Development Corporation Statement of Loss, Comprehensive Loss and Deficit For the period May 5, 2011 to May 19, 2011 (expressed in Cdn dollars) 2011 $

Expenses

General and administrative

2,055 (2,055) (2,055)

Net loss and comprehensive loss for the period

Deficit - Beginning of period Deficit End of period

The accompanying notes to the financial statements are an integral part of these statements.

Walton Edgemont Development Corporation Statement of Changes in Equity For the period May 5, 2011 to May 19, 2011 (expressed in Cdn dollars)

Shareholders capital Number of Shares Net loss and comprehensive loss for the period Issuance of Class A voting shares Balance at May 19, 2011 Amount $

Accumulated Deficit $

Total Shareholders equity $

100 100

100 100

(2055) (2055)

(2055) 100 (1955)

The accompanying notes to the financial statements are an integral part of these statements.

Walton Edgemont Development Corporation Statement of Cash Flows For the period May 5, 2011 to May 19, 2011 (expressed in Cdn dollars) 2011 $ Cash provided by (used in) Operating activities Net loss for the period Changes in non-cash working capital items Increase in due to related party Financing activities Issuance of Class A voting shares Increase in cash Cash Beginning of period Cash End of period (2,055) 2,055 100 100 100

The accompanying notes to the financial statements are an integral part of these statements.

Walton Edgemont Development Corporation Notes to Financial Statements May 19, 2011 (expressed in Cdn dollars)

Nature of business
Walton Edgemont Development Corporation (the Corporation) was incorporated under the laws of the province of Alberta on May 5, 2011 to provide subscribers with the unique opportunity to participate in the returns available on the development of the approximately 198.8 acre Edgemont properties located in Edmonton, Alberta (the Properties). The registered office and principal place of business is 605 5th Avenue SW, Calgary, Alberta, T2P 3H5. The financial statements were authorized for issue by the Directors on May 28, 2011. The Directors have the power to amend and reissue financial statements.

Accounting policies
Basis of presentation The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). Cash Cash includes cash on hand. Financial instruments Financial instruments are any contract that gives rise to a financial asset of one party and a financial liability or equity of another party. Financial instruments are recognized initially at fair value, which is the amount of consideration that would be agreed upon in an arms length transaction between willing parties. Subsequent measurement depends on how the financial instrument has been classified. Cash and cash equivalents are classified as loans and receivables and are carried at amortized cost using the effective interest rate method; due to related party has been classified as other financial liabilities and is carried at amortized cost using the effective interest rate method.

Walton Edgemont Development Corporation Notes to Financial Statements May 19, 2011 (expressed in Cdn dollars)

Current and deferred income tax The tax expense for the period comprises current and deferred tax. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Deferred income tax is recognized using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred income tax is determined using tax rates that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Financial instruments
The Corporation's financial instruments consist of cash, and due to related party. The fair value of cash approximates its carrying value due to the short term nature. The fair values of due to related party are deemed to approximate the carrying amount as it is based on a reimbursement of actual costs incurred by Walton International Group Inc. ("WIGI") and it will be repaid within one year. Unless otherwise noted, it is management's opinion that the Corporation is not exposed to significant interest, liquidity, currency, or credit risks from these financial instruments.

Related party transactions

During the period, Walton International Group Inc. (WIGI) provided the Corporation with administrative and accounting services at no charge. The amount of $2,055 is due to WIGI. This amount is unsecured, due on demand, bears no interest and has no fixed term of repayment. WIGI advanced funds to the Corporation to fund directors fees. The above noted entity is related to the Corporation by virtue of common management.

Capital management
The Corporation defines capital resources as the aggregate of shareholders capital, and cash and cash equivalents. The Corporations capital management framework is designed to maintain a level of capital that allows it to implement its business strategy.

Walton Edgemont Development Corporation Notes to Financial Statements May 19, 2011 (expressed in Cdn dollars)

Share capital
During the period, 100 Class A voting common shares were issued to 1389211 Alberta Inc. for cash consideration of $100. Authorized Unlimited number of Class A voting common shares Unlimited number of Class B non-voting common shares Issued Class A voting common shares issued Balance May 19, 2011 Number of shares issued 100 100 Amount $ 100 100

Subsequent event
The Corporation is in the process of filing a prospectus with securities commissions in all provinces and territories of Canada offering a maximum of 3,000,000 units at $10.00 per unit as an initial public offering. Each unit price is comprised of $7.50 principal amount of offering debentures and one non-voting share having a price of $2.50. The offering is subject to regulatory approval. CIBC World Markets Inc. has been invited to act as the co-lead managing agent of the initial public offering and to invite other registered brokers and dealers to offer the units for sale on a best efforts basis. The terms of the actual agreement between the Corporation and the various agents for the offering will be set out in an Agency Agreement, which will be signed prior to the filing of a final prospectus.

CERTIFICATE OF THE CORPORATION AND THE PROMOTER DATED: May 31, 2011 This prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of all the provinces and territories of Canada.

(Signed) William K. Doherty President and Chief Executive Officer

(Signed) D. Blair Nixon Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed) Clifford H. Fryers Director

(Signed) David G. Mallory Director

PROMOTER WALTON ASSET MANAGEMENT L.P. BY ITS GENERAL PARTNER, WALTON ASSET MANAGEMENT GP LTD.

(Signed) Graham Macmillan President

A-1

CERTIFICATE OF THE AGENTS Dated: May 31, 2011 To the best of our knowledge, information and belief, this prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of all the provinces and territories of Canada.

CIBC WORLD MARKETS INC. (Signed) Michael D. Shuh

BMO NESBITT BURNS INC. (Signed) Robin G. Tessier

SCOTIA CAPITAL INC. (Signed) Brian D. McChesney

GMP SECURITIES L.P. (Signed) Andrew Kiguel

CANACCORD GENUITY CORP.

HSBC SECURITIES (CANADA) INC.

LAURENTIAN BANK SECURITIES INC.

MACQUARIE CAPITAL MARKETS CANADA LTD.

RAYMOND JAMES LTD.

(Signed) Ron Sedran

(Signed) Brent Larkan

(Signed) Pierre Godbout

(Signed) James Price

(Signed) J. Graham Fell

DESJARDINS SECURITIES INC.

(Signed) Beth Shaw

BURGEONVEST BICK SECURITIES LIMITED (Signed) Mario Frankovich

MACKIE RESEARCH CAPITAL CORPORATION (Signed) David J. Keating

A-2 SCHEDULE A ENCUMBRANCES AGAINST THE PROPERTY EDGEMONT PARCEL A List of Specific Encumbrances: 1. Any caveat or instrument in respect of the Easements See "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements".

EDGEMONT PARCEL B List of Specific Encumbrances: 1. Any caveat or instrument in respect of the Easements See "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements".

EDGEMONT PARCEL C List of Specific Encumbrances: 1. 2. Utility Right of Way with Alberta Land Titles Office registration number 1058RS; and Any caveat or instrument in respect of the Easements See "Acquisition of the Properties by the Corporation The Subdivision and Property Purchase Agreements".

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SCHEDULE B MANDATE OF THE AUDIT COMMITTEE Walton Edgemont Development Corporation (the "Corporation") 1. Mandate

The primary function of the audit committee (the "Committee") is to assist the board of directors of the Corporation in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the Corporations systems of internal controls regarding finance and accounting and the Corporations auditing, accounting and financial reporting processes. The Committees primary duties and responsibilities are to: (a) (b) (c) serve as an independent and objective party to monitor the Corporations financial reporting and internal control system and review the Corporations financial statements; review the performance of the Corporations external auditors; and provide an open avenue of communication among the Corporations auditors, the directors of the Corporation and senior management of Walton Asset Management L.P., in its capacity as manager of the Corporation (the "Manager").

2.

Composition (a) The Committee shall be comprised of two directors of the Corporation as determined by the directors of the Corporation, both of whom shall be free from any relationship that, in the opinion of the directors, would interfere with the exercise of his or her independent judgment as a member of the Committee. At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Audit Committee Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporations financial statements. The members of the Committee shall be appointed by the directors of the Corporation. Unless a Chair is elected by the directors, the members of the Committee may designate a Chair. The Chair shall be responsible for leadership of the Committee, including preparing the agenda, presiding over the meetings and reporting to the directors.

(b)

(c)

3.

Meetings (a) (b) The Committee shall meet four times annually, or more frequently as circumstances dictate. If so requested by a member of the Committee, the external auditor shall attend any meeting of the committee held during the term of office of the external auditor.

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4.

Authority (a) The Committee is granted the authority to investigate any matter brought to its attention, with full access to all books, records, facilities and personnel of the Corporation. The Committee has the power to engage and determine funding for outside counsel or other experts or advisors as the Committee deems necessary for these purposes and as otherwise necessary or appropriate to carry out its duties.

5.

Duties and Responsibilities

The Committee shall: (a) Documents/Reports Review (i) (ii) Review the Corporations financial statements, MD&A and any financial press releases before the Corporation publicly discloses this information. Review and assess the adequacy of procedures in place for the review of the Corporations public disclosure of financial information extracted or derived from the Corporations financial statements, other than the Corporations financial statements, MD&A and financial press releases.

(b)

External Auditors (i) Oversee the work of the external auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, including reviewing with management of the Manager and the external auditor the overall scope and plans for the audit. Review annually the performance of the external auditors, who shall be ultimately accountable to the directors of the Corporation and the Committee as representatives of the shareholders of the Corporation. Recommend to the directors of the Corporation the selection and compensation and, where applicable, the replacement of the external auditors nominated for the purpose of preparing or issuing an auditors report or performing other audit review services for the Corporation. Consult with the external auditor, without the presence of management of the Manager about the quality of the Corporations accounting principles, internal controls and the completeness and accuracy of the Corporations financial statements. Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Corporations external auditors.

(ii)

(iii)

(iv)

(v)

(c)

Financial Reporting Processes (i) In consultation with the external auditors, review with management of the Manager the integrity of the Corporations financial reporting process, both internal and external, and approve, if appropriate, changes to the Corporations auditing and accounting practices.

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(ii)

Review and assist with the resolution of any significant disagreement among management of the Manager and the external auditors in connection with the preparation of the financial statements. Establish procedures for (A) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters; and (B) the confidential anonymous submission by the Managers employees of concerns regarding questionable accounting or auditing matters.

(iii)

(d)

Risk Management (i) Be aware of the risks of the business and ensure management of the Manager has adequate processes in place to monitor, manage and mitigate these risks as they arise.

6.

Other

The Committee shall review any related-party transactions not in the ordinary course of business in the absence of a special committee of the board of directors designated for such purpose.