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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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## The direct-hold structure

The direct-hold legal structure and how it compares with other vehicle types.
Each Direct-Hold Solution issues equity units in one named vehicle, not a share in a pooled
fund holding many properties. This distinction determines what a unit holder actually owns,
and what happens to that ownership if one property or one vehicle runs into trouble. The
articles below cover the legal mechanics of that isolation and the units themselves. They
also compare the structure with joint ventures, private equity funds, and traditional REITs.

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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 legal form used in each of the four jurisdictions.
Each Direct-Hold Solution takes the legal form its home jurisdiction's securities law
requires. That is a limited partnership in Canada and the planned United States vehicle, a
SOCIMI in Spain, and a FIBRA trust in Mexico. The form is not one instrument relabeled four
times — each carries its own governance body, tax treatment, and investor protections. The
articles below cover the general limited-partnership form, the four-jurisdiction framework,
and each vehicle's specific structure in turn.

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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.
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.
Who qualifies, and what that qualification requires the investor to certify, differs by
jurisdiction and by exemption. The two articles below cover the exemptions relied upon and
the accredited investor test in detail.

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- [[exemptions]] — Prospectus exemptions relied upon in each jurisdiction's offering: the accredited investor exemption and the parallel prospectus channel.
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 →