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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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c1e29d04 · Woodfine Capital Projects Inc. ·

style(corporate): split 3 more over-length sentences — portfolio-theory 60/40 passage, auditors CSD settlement passage, professional-centres Benetti escrow passage (EN+ES; no factual changes)

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@@ -34,7 +34,7 @@ The general partner retains Woodfine Advisors Inc., a wholly owned subsidiary of

## Equity-based compensation

The promoter's minority equity interest in the partnership is held through Benetti Holdings Inc., a special-purpose wholly owned subsidiary of WCP created for this purpose. Benetti Holdings Inc.'s units were issued as equity-based compensation for services rather than as a cash subscription at the price paid by limited partners, and they are held in escrow: the promoter retains voting rights on the escrowed units throughout, but the units do not become freely disposable until limited partners have recovered 100% of their contributed capital, or another defined liquidity event occurs. This escrow condition ties the promoter's realized economic return directly to the capital-recovery position already achieved by the partnership's limited partners, rather than releasing it on a fixed schedule unrelated to investor outcomes.
The promoter's minority equity interest in the partnership is held through Benetti Holdings Inc., a special-purpose wholly owned subsidiary of WCP created for this purpose. Benetti Holdings Inc.'s units were issued as equity-based compensation for services rather than as a cash subscription at the price paid by limited partners, and they are held in escrow. The promoter retains voting rights on the escrowed units throughout, but the units do not become freely disposable until limited partners have recovered 100% of their contributed capital, or another defined liquidity event occurs. This escrow condition ties the promoter's realized economic return directly to the capital-recovery position already achieved by the partnership's limited partners, rather than releasing it on a fixed schedule unrelated to investor outcomes.

## Regulatory standing
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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