Ritzville Unifine Flour Mill

This is a conceptual proposal and not a solicitation for investment

Conceptual Proposal, General Overview.

The tentative plan is to make an initial offering of two blocks of stock (items 2 and 3) in the “Ritzville Unifine Flour Mill” (referred to as “the entity” in the balance of this document).

Upon satisfactory placement of the initial offering, the assets of the enterprise will be the elements of a Unifine flour milling system valued at $100,000 (item 2) and the cash paid for stock (minimum $20,000) (item 3).

Second item: A block of 100 of the shares of the enterprise will be owned by the proposed “Unifine Educational Foundation”.

Enterprise income distributed to the foundation will be used for technological and academic scholarships for graduates of the four area high schools currently educating Adam’s county residents. These shares will not come with any stock options or voting privileges.

For dividend distribution purposes, the enterprise valuation of this block of stocks will always equate to 20 percent.

These shares will be granted to the foundation from the entity in exchange for the elements of a milling system that will be gifted through the foundation to the entity from Unifine Mill LLC.

By 1/1/2016, Unifine Mill LLC intends to select a local facilitator who will coordinate formation of the foundation.

That individual will seek to have the associated entity documents developed on a pro bono basis and will be required to appoint a governing board of three to five individuals before the foundation can accept the assets from Unifine Mill LLC.

These assets will be immediately transferred to the entity through the foundation once at least twenty of the shares of stock described in item 3 below are acquired.

If that minimum partial subscription is not accomplished by 9/1/2016, Unifine Mill LLC reserves the right to withdraw the offer of gifting the system elements to the entity through the proposed educational foundation.

Third item: A second block of a minimum of twenty shares will have equitable access to unlimited stock options offered, as capital is needed, determined by a majority vote of the entity board elected by a majority of the stock holders of record.

This second block will be offered at $1000 per share for a period of six months. During that offering period, the board will not offer additional shares to stock holders of record.

This second block of shares will be restricted to ownership by separate Adam’s county property owners, with one share per property owner, half of which must be rural.

Multiple property owners who shared a common address in the prior twelve months cannot acquire more than one share.

Unifine Mill LLC will seek to appoint facilitators to coordinate, facilitate and promote collective and individual due diligence and coordinate the formation of the enterprise by 1/1/2016. These individuals will seek preparation of the necessary entity documents on a pro bono basis.

Steve Fulton, Arlington