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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.

Woodfine Capital Projects

Direct-hold solutions structural comparison

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aeb011e7 · Woodfine Capital Projects Inc. ·

fix(compliance): correct unqualified 'freely transferable'/'actively offering' claim across 5 corporate-wiki files per Command's systemic finding — only Canada vehicle established, currently under active BCSC cease-trade order; US/Spain/Mexico planned

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@@ -22,7 +22,7 @@ The Direct-Hold Solutions differ from the three most common alternative real est

## Structural Comparison Matrix

| Feature | Legacy Joint Venture | Private Equity | Traditional REIT | Direct-Hold Solutions |
| Feature | Legacy Joint Venture | Private Equity | Traditional REIT | Direct-Hold Solutions (as designed) |
|---|---|---|---|---|
| Asset Sale Required for Exit | Yes | Yes | No | No |
| Capitalized Interest Permitted | Yes | Yes | No | No |
@@ -37,6 +37,14 @@ The Direct-Hold Solutions differ from the three most common alternative real est
| Debt Right of First Refusal | No | No | No | Yes |
| Qualified Investment (Major Retailer Anchor) | No | No | No | Yes |

**Correction (2026-08-04):** the "Direct-Hold Solutions" column describes the
structural design as a class, not current per-vehicle status. Only the Canada
vehicle (Woodfine Professional Centres Limited Partnership) is currently
established; it is currently subject to an active BCSC cease-trade order, under
which units are not currently freely transferable and comprehensive regulated
reporting is not currently occurring. The United States, Spain, and Mexico vehicles
are planned, not yet established. **Flagged, not silently rewritten.**

## Features Where Direct-Hold Solutions Eliminate Legacy Disadvantages

**No asset sale required for exit.** Legacy Joint Ventures and Private Equity real estate funds require asset sales — or portfolio liquidation — to return capital to investors. The exit event is manager-initiated and occurs when market conditions and the fund's internal timeline converge. Investors have no independent exit mechanism. Traditional REITs and the Direct-Hold Solutions both solve this problem through Freely Transferable ownership: investors can exit individually through a secondary transaction without requiring a portfolio-level sale event.
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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