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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

Investment Vehicles

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70517e84 · Woodfine Capital Projects Inc. ·

docs(corporate): rename investments group Eligibility and distribution channels to Investor Eligibility and Offering Exemptions; fix stale MCorp possessive to Woodfine in hub membership rendering

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@@ -12,7 +12,7 @@ index_scope: investments
status: active
bcsc_class: public-disclosure-safe
language_protocol: PROSE-TOPIC
last_edited: 2026-08-24
last_edited: 2026-08-27
editor: woodfine-editorial
paired_with: _index.es.md
---
@@ -37,7 +37,7 @@ also compare the structure with joint ventures, private equity funds, and tradit

<!-- AUTO-GENERATED MEMBERSHIP: DO NOT EDIT BELOW — regenerate from index_group: the-direct-hold-structure -->
- [[direct-hold-framework]] — A legal structure that issues equity units in a single named direct-hold vehicle, not a share in a commingled pool, eliminating cross-asset contagion.
- [[investment-units]] — The equity units issued by each direct-hold vehicle in MCorp's Direct-Hold framework.
- [[investment-units]] — The equity units issued by each direct-hold vehicle in Woodfine's Direct-Hold framework.
- [[asset-vehicle-isolation]] — The legal and structural mechanisms through which each direct-hold solution is isolated as a separate vehicle: why creditors of one asset cannot reach assets held in another, and how this isolation protects unit holders.
- [[direct-hold-solutions-structural-comparison]] — Feature-by-feature comparison of the Direct-Hold Solutions with Legacy Joint Ventures, Private Equity funds, and Traditional REITs across twelve governance dimensions.
- [[titleco-and-subsidiary-silo-model]] — How each Direct-Hold Solution holds legal title to its real property: a separate Titleco subsidiary per building beneath the vehicle, the tax rationale behind Mexico's Subsidiary Silo structure, and the fee-capped third-party manager each Titleco retains.
@@ -60,7 +60,7 @@ and each vehicle's specific structure in turn.
- [[professional-centres-mexico-fibra-structure]] — The planned legal and operating structure of Professional Centres Mexico FIBRA at the trust level — the Bank-fiduciary/Technical Committee governance split, the Subsidiary Silo liability model, Article 187/188 fiscal transparency, and the Private FIBRA vs. FICAP vs. S.A.P.I. comparison — distinct from the corporate-parent and four-jurisdiction overview articles.
<!-- END AUTO-GENERATED -->

## Eligibility and distribution channels
## Investor Eligibility and Offering Exemptions

Units in each Direct-Hold Solution are distributed under prospectus exemptions, not a public
offering — most commonly the accredited investor exemption available in each jurisdiction.
@@ -68,7 +68,7 @@ Who qualifies, and what that qualification requires the investor to certify, dif
jurisdiction and by exemption. The two articles below cover the exemptions relied upon and
the accredited investor test in detail.

<!-- AUTO-GENERATED MEMBERSHIP: DO NOT EDIT BELOW — regenerate from index_group: eligibility-and-distribution-channels -->
<!-- AUTO-GENERATED MEMBERSHIP: DO NOT EDIT BELOW — regenerate from index_group: investor-eligibility-and-offering-exemptions -->
- [[exemptions]] — Prospectus exemptions relied upon in each jurisdiction's offering: the accredited investor exemption and the parallel prospectus channel.
- [[accredited-investor-eligibility]] — The accredited investor exemption as a distribution channel for direct-hold limited partnership units.
<!-- END AUTO-GENERATED -->
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 →