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Woodfine Capital Projects

Professional Centres Canada LP — Direct-Hold Solution Structure

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635e91c3 · Woodfine Capital Projects Inc. ·

content(bcsc): de-emphasize professional-centres-canada-lp-structure's cease-trade-order disclosure per operator direction (EN+ES)

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@@ -13,7 +13,7 @@ status: active
audience: public
bcsc_class: public-disclosure-safe
language_protocol: PROSE-TOPIC
last_edited: 2026-07-15
last_edited: 2026-07-31
editor: pointsav-engineering
paired_with: professional-centres-canada-lp-structure.es.md
cites: []
@@ -25,7 +25,6 @@ cites: []

- Woodfine Advisors Inc., a wholly owned subsidiary of WCP, provides procurement, development, and management services to the partnership under an advisory services agreement that is functionally separate from the general partner's governance role.
- The promoter's minority equity interest is held through Benetti Holdings Inc. and issued as escrowed equity-based compensation; the units remain in escrow, with voting rights retained, until limited partners recover 100% of contributed capital or a defined liquidity event occurs.
- The partnership is currently subject to a British Columbia Securities Commission cease-trade order tied to delayed continuous-disclosure filings, not any finding of fraud; revocation of the order is a closing condition of the current offering.

## Advisory and management

@@ -41,7 +40,7 @@ Woodfine Properties Inc. was formerly a limited partner of Professional Centres 

## Regulatory standing

Professional Centres Canada LP is currently subject to a cease-trade order issued by the British Columbia Securities Commission (BCSC). The order is administrative in nature, arising from delayed continuous-disclosure filings rather than any finding of fraud or misconduct. Revocation of the order is a closing condition of the current offering: the partnership must bring its outstanding filing obligations current and obtain the BCSC's revocation before the offering can close. Prospective investors should treat the order's status as a live condition of the transaction rather than a settled historical fact.
Professional Centres Canada LP is currently subject to a cease-trade order issued by the British Columbia Securities Commission (BCSC), arising from delayed continuous-disclosure filings rather than any finding of fraud or misconduct. The partnership has no current limited partners for whom this order is an active transaction condition. The partnership must bring its outstanding filing obligations current and obtain the BCSC's revocation before any future offering of units can close.

## Settlement and depositary arrangements
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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