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Woodfine Corporate

The corporate record for Woodfine Capital Projects Inc., developer and promoter of direct-hold commercial real estate. Articles explain the company, its investment vehicles, the financial model, governance, and risk, in plain language. Forward-looking statements carry planned, intended, or target language throughout.

Auditors, transfer agent, and registrar

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c21c6bf9 · Woodfine Capital Projects Inc. ·

Rescope about-financial-reporting.md's NI 51-102/T5013 mechanics to the LP-form vehicles (Spain SOCIMI/Mexico FIBRA report to CNMV/CNBV, not SEDAR+); fix auditors-transfer-agent-registrar.md attributing the registrar/transfer function to 'the general partner' for all 4 vehicles (Spain/Mexico use an Administrator, not a GP) and Computershare stated unqualified for the whole programme when only the Canada vehicle is established; remove 2 dangling references to the archived Property Ledger Technology article

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@@ -38,10 +38,11 @@ board, not of management.

The registrar maintains the definitive record of who currently holds each outstanding security
— the register of unit holders or shareholders. For the [[direct-hold-solutions-structural-comparison|Direct-Hold Solutions]], this
function is performed through the property ledger: the general partner of each
limited partnership updates the ledger when a completed transfer is received, and the ledger
entry — not a separate paper register — is the authoritative record of ownership for that
asset, as described in [[accredited-investor-eligibility|Accredited Investor Eligibility]]. The registrar function exists
function is performed through the property ledger: each vehicle's own governing entity — the
general partner in Canada and the United States, the Administrator in Spain and Mexico —
updates the ledger when a completed transfer is received, and the ledger entry — not a
separate paper register — is the authoritative record of ownership for that asset, as
described in [[accredited-investor-eligibility|Accredited Investor Eligibility]]. The registrar function exists
so that there is one authoritative answer, at any point in time, to the question of who owns a
given unit.

@@ -50,27 +51,25 @@ given unit.
A transfer agent is a party — often a trust company or a specialized transfer agency —
engaged to process the mechanics of a security transfer: cancelling the transferring holder's
position and issuing the new holder's position on the register, in accordance with instructions
and supporting documentation. Computershare Inc., based in Calgary, Alberta, serves as transfer agent. Where a Direct-Hold Solution's securities are deposited with a
central securities depositary — CDS in Canada, DTC in the United States, Iberclear in Spain, or
Indeval in Mexico, as described in [[four-jurisdiction-framework|Four-Jurisdiction Framework]] — settlement and
and supporting documentation. Computershare Inc., based in Calgary, Alberta, serves as transfer
agent for the established Canada vehicle. Where a Direct-Hold Solution's securities are
deposited with a central securities depositary — CDS in Canada, DTC in the United States,
Iberclear in Spain, or Indeval in Mexico, as described in [[four-jurisdiction-framework|Four-Jurisdiction Framework]] — settlement and
transfer mechanics for depositary-eligible positions are performed in coordination with that
depositary's participant network, rather than solely by the general partner acting alone. For
positions held and transferred directly on the property ledger rather than through a depositary,
the general partner performs the transfer function directly upon receipt of a completed
transfer instruction, as described in [[accredited-investor-eligibility|Accredited Investor Eligibility]].
depositary's participant network, rather than solely by the vehicle's governing entity acting
alone. For positions held and transferred directly on the property ledger rather than through
a depositary, each vehicle's own governing entity — the general partner in Canada and the
United States, the Administrator in Spain and Mexico — performs the transfer function directly
upon receipt of a completed transfer instruction, as described in [[accredited-investor-eligibility|Accredited Investor Eligibility]].

## Why the three roles are kept separate

Separating financial statement verification (the auditor), ownership record maintenance (the
registrar), and transfer processing (the transfer agent) from the function of managing the
underlying asset is a standard governance practice: it means that no single party both
originates a transaction and independently verifies or records it. This separation supports the
integrity mechanisms described in Property Ledger Technology, including the append-only
structure of the ledger and the requirement for an explicit operator action to modify a
transfer record.
originates a transaction and independently verifies or records it.

## See also

- [[audit-committee-mandate|Audit Committee Mandate]] — board oversight of auditor appointment and independence
- Property Ledger Technology — the technology that performs the registrar function described above
- [[experts|Experts]] — disclosure of the auditor and other named experts in offering documents
Important Information

Important Information

Securities offering. Woodfine Capital Projects Inc. ("Woodfine") sponsors real-property direct-hold solutions. Interests in those solutions are offered only to investors who qualify under an applicable prospectus exemption — including the accredited-investor exemption under National Instrument 45-106 — Prospectus Exemptions, and equivalent exemptions in other applicable jurisdictions. Content on this wiki is provided for general informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. Any offering is made exclusively by means of the applicable Private Placement Memorandum, which prospective investors should review, together with their own professional advisors, before investing.

Scope. This wiki describes Woodfine's research methodology, geographic data platform, and related activities at a high level and is qualified in its entirety by the applicable Private Placement Memorandum and the governing documents of the relevant issuer.

Risk. Investment in real-property direct-hold solutions involves significant risk, including possible loss of capital. Past performance is not indicative of future results. References to structural features such as advisory fees, transferability, and net asset value methodology describe the contractual terms of the direct-hold solutions and are not representations as to investment outcomes or returns.

Forward-looking statements. Statements that are not historical facts may constitute forward-looking information within the meaning of applicable Canadian securities laws. Such statements are subject to known and unknown risks, uncertainties and assumptions, and actual results may differ materially. Woodfine undertakes no obligation to update such statements except as required by law.

Registration. Registrable activities of Woodfine and its affiliates are conducted, where required, under the applicable registration categories prescribed by the British Columbia Securities Commission and other Canadian securities regulators. Specific registration details are available on request.

Jurisdiction. Woodfine Capital Projects Inc. is organized in British Columbia, Canada. References to the Sovereign Data Foundation on this wiki describe a planned or intended initiative only, not a current equity holder or active governance body.

Trademarks. The full trademark notice appears in the footer of every page on this site.

Content licence. The text of this wiki is licensed under Creative Commons Attribution-NoDerivatives 4.0 International (CC BY-ND 4.0). Readers may quote this content verbatim, with attribution to Woodfine Capital Projects Inc. Readers may not alter, transform, or redistribute a modified version of this content.

Changes to this notice. Woodfine may update this notice from time to time; the version posted on this page governs.

Not a filing system. This wiki is not a securities filing system, an electronic disclosure repository, or a substitute for SEDAR+ or any other regulatory filing system. Formal securities filings are made through the applicable regulatory filing system, not through this wiki.

Full disclaimer. This notice supplements, and does not replace, the full Disclaimers article. In the event of any conflict, the full Disclaimers article governs.

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