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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.

Investment Vehicles

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8788f239 · Woodfine Capital Projects Inc. ·

fix(index-topics): simplify all 7 Index Topics to brief, high-level navigation (Track-B operator directive) — this is a first/rough version, not a polished draft; stripped inferred rationale, causal framing, and connective interpretation from every lead and group intro; removed or minimized specific securities-law citations (NI 51-102, NI 52-110, NI 45-106, NP 58-201, NI 58-101, CSA National Policy 51-201) per operator direction to cite law only on direct need; trimmed See-also lists to 1 essential link each; EN+ES across reference, company, investments, financial-model, distributions, governance, risks

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An investor in a Direct-Hold Solution holds equity in one named building, not a share of a
commingled pool. The Investment Vehicles covers what that structure is, the legal form it
takes in each of the four jurisdictions, and the exemptions under which units are
distributed. Articles here are structural: what each vehicle is and how it is organised,
not the terms of any specific offering or the projected outcome of any particular asset.
The Investment Vehicles covers the Direct-Hold Solution structure, its legal form in each
jurisdiction, and the exemptions under which units are distributed.

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**Start here:** [[direct-hold-framework|Direct-hold framework]] — the single structural
decision every other article in this category follows from.
**Start here:** [[direct-hold-framework|Direct-Hold Framework]]

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## The direct-hold structure

What one unit represents, why a creditor of one asset cannot reach another, and how the
structure compares with the pooled vehicles an allocator is more likely to have seen.
The direct-hold legal structure and how it compares with other vehicle types.

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- [[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.
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## Legal form and jurisdiction

The vehicle each jurisdiction's law mandates: the limited partnership form used in Canada,
the flow-through equivalents planned for the United States, Spain, and Mexico, and the one
Canadian partnership constituted to date.
The legal form used in each of the four jurisdictions.

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- [[limited-partnership-structure]] — How the limited partnership legal form implements the direct-hold investment structure: the GP-LP relationship, limited liability, unitholders as limited partners, and the partnership agreement as the governing instrument.
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## Eligibility and distribution channels

Who may subscribe, and through which channel: the prospectus route and the accredited
investor exemption relied on alongside it, with the disclosure each one requires.
Who may subscribe, and through which channel.

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- [[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 under NI 45-106 as a distribution channel for direct-hold limited partnership units alongside the prospectus offering: who qualifies, what the exemption permits, and the disclosure documentation required at the time of subscription.
- [[accredited-investor-eligibility]] — The accredited investor exemption as a distribution channel for direct-hold limited partnership units.
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How units are sold on and what a holder is paid is covered under Distributions and
Transfers; the financing behind each building is covered under the Financial Model.

## See also

- [[corporate-structure|Corporate structure]] — the entity that sponsors and develops these vehicles
- [[narrow-bank-financial-model|Narrow bank financial model]] — the financing discipline applied inside each vehicle
- [[offering-risk|Offering risk]] — illiquidity, concentration, and the other risks specific to this mechanism
- [[statutory-rights|Statutory rights]] — the rights that attach to each distribution channel
- [[corporate-structure|Corporate Structure]]
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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