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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

Professional Centres Canada LP — Direct-Hold Solution Structure

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9e30054e · Woodfine Capital Projects Inc. ·

docs(corporate): add three new governance/distributions TOPICs and amendment-protections section, sourced from Sixth Amended LPA re-verification

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@@ -14,7 +14,7 @@ status: active
audience: public
bcsc_class: public-disclosure-safe
language_protocol: PROSE-TOPIC
last_edited: 2026-07-31
last_edited: 2026-08-24
editor: pointsav-engineering
paired_with: professional-centres-canada-lp-structure.es.md
cites: []
@@ -57,7 +57,10 @@ Investment Units in Professional Centres Canada LP settle through CDS Clearing a
- [[direct-hold-framework]] — the general Direct-Hold legal-isolation architecture this partnership instantiates
- [[four-jurisdiction-framework]] — the multi-jurisdiction deployment this vehicle operates within
- [[limited-partnership-structure]] — the generic general-partner/limited-partner legal form and capital-account mechanics
- [[special-resolutions-and-general-partner-removal|Special Resolutions and General Partner Removal]] — the Special Resolution vote threshold, the matters it governs, and the conditions for removing the general partner
- [[special-resolutions-and-general-partner-removal|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|Meetings of Limited Partners]] — how limited partners call, notice, and vote at a meeting of the partnership
- [[limited-partner-eligibility-representations|Limited Partner Eligibility Representations]] — the ongoing tax and regulatory representations each limited partner makes, and the forced-sale procedure if they change
- [[liquidation-final-sale-and-dissolution|Liquidation, Final Sale, and Dissolution]] — how the partnership winds down and the order in which liquidation proceeds are distributed
- [[fees-to-affiliates-and-conflicts-of-interest|Fees to Affiliates and Conflicts of Interest]] — the net-asset-value fee prohibition and the rule limiting fees to promoter affiliates
- [[titleco-and-subsidiary-silo-model]] — how each property is held through a separate Titleco, and the third-party manager fee cap in full
- [[about-risks]] — risk disclosure, including regulatory and compliance risk
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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