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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.

Governance and Investor Rights

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75337a7f · Woodfine Capital Projects Inc. ·

fix(index): regenerate 56 drifted AUTO-GENERATED MEMBERSHIP bullets across 7 corporate-wiki categories (EN+ES) against each linked article's current short_description (tool-wiki-core's membership-drift checker, Part 4 item 3) — regulatory-language sync (NI 51-102/55-104 phrasing, insider-reporting deadline wording) plus general content sync, all drawn from each article's own already-published frontmatter, nothing new asserted

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@@ -12,7 +12,7 @@ index_scope: governance
status: active
bcsc_class: public-disclosure-safe
language_protocol: PROSE-TOPIC
last_edited: 2026-09-03
last_edited: 2026-09-04
editor: pointsav-engineering
paired_with: _index.es.md
---
@@ -39,10 +39,10 @@ board oversees. [[auditors-transfer-agent-registrar|Auditors, Transfer Agent, an
Registrar]] covers the three external roles the structure depends on.

<!-- AUTO-GENERATED MEMBERSHIP: DO NOT EDIT BELOW — regenerate from index_group: board-and-management-oversight -->
- [[governance-documents]] — Board mandate, committee charters, and code of business conduct.
- [[audit-committee-mandate]] — The audit committee's composition and responsibilities.
- [[tripartite-management-structure]] — The functional separation between development, compliance, and capital management.
- [[auditors-transfer-agent-registrar]] — Roles of the auditor, transfer agent, and registrar.
- [[governance-documents]] — Professional Centres Canada LP's audit committee charter, currently in place, alongside the board mandate, remaining committee charters, governance policy, and code of business conduct planned but not yet adopted.
- [[audit-committee-mandate]] — The composition, independence requirements, and responsibilities of the audit committee under NI 52-110 Audit Committees, including oversight of financial reporting, external auditor relationships, and internal controls.
- [[tripartite-management-structure]] — The three-way functional separation — development execution, Regulated Reporting Entity compliance, and an independent Asset Manager banking syndicate — that governs how each Direct-Hold Solution is managed and capitalized.
- [[auditors-transfer-agent-registrar]] — Roles of the auditor, transfer agent, and registrar: independent verification, ownership records, and register maintenance in the corporate structure.
<!-- END AUTO-GENERATED -->

## Investor Rights and Voting
@@ -62,8 +62,8 @@ investor makes to remain eligible, and the forced-sale procedure if their
circumstances change.

<!-- AUTO-GENERATED MEMBERSHIP: DO NOT EDIT BELOW — regenerate from index_group: investor-rights-and-voting -->
- [[investor-relations-policy]] — The investor relations policy.
- [[statutory-rights]] — Statutory investor rights: rescission, damages, and the rights that attach to different distribution channels.
- [[investor-relations-policy]] — The structure and purpose of a formal investor relations policy: preventing selective disclosure, designating authorised spokespersons, establishing quiet periods, and managing guidance within the continuous disclosure framework of NI 51-102 and CSA National Policy 51-201.
- [[statutory-rights]] — Statutory investor rights under Canadian securities law: rescission, damages, and the rights that attach to different distribution channels.
- [[special-resolutions-and-general-partner-removal]] — The Special Resolution vote threshold, the matters it governs, the conditions for removing the general partner, and amendment protections.
- [[meetings-of-limited-partners]] — How limited partners call, notice, and vote at a meeting of the partnership.
- [[limited-partner-eligibility-representations]] — The ongoing tax and regulatory representations each limited partner makes, and the forced-sale procedure if they change.
@@ -81,9 +81,9 @@ the disclosure record relies on.

<!-- AUTO-GENERATED MEMBERSHIP: DO NOT EDIT BELOW — regenerate from index_group: conflicts-and-required-disclosures -->
- [[fees-to-affiliates-and-conflicts-of-interest]] — The net-asset-value fee prohibition and the rule limiting fees to promoter affiliates.
- [[material-contracts]] — Material contracts disclosure.
- [[legal-proceedings]] — Legal proceedings disclosure.
- [[experts]] — Named experts disclosure.
- [[material-contracts]] — Material contracts disclosure: management agreements, property management contracts, and major leases, and where investors can request them.
- [[legal-proceedings]] — Legal proceedings disclosure: standard template confirming pending litigation status as of the last reporting update, reviewed each period.
- [[experts]] — Named experts disclosure: the auditor of record, external legal counsel, and independent appraisers whose reports are referenced in offering materials.
<!-- END AUTO-GENERATED -->

## See also
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.

Read the full disclaimer →