Index of record

• About risks

  Risk factor framework: how market, financing, development, structural, and offering-mechanism risks are organized and disclosed across this wiki.

• About this wiki

  Purpose, scope, and editorial standards of the Woodfine Corporate reference wiki.

• Accredited investor eligibility

  The accredited investor exemption under NI 45-106 as a distribution channel for units in the Canada and United States direct-hold limited partnerships alongside the prospectus offering: who qualifies, what the exemption permits, and the disclosure documentation required at the time of subscription.

• Annual reporting cycle

  Annual disclosure obligations of a Canadian reporting issuer: audited IFRS financial statements and MD&A due within 90 or 120 days of fiscal year-end depending on venture-issuer status; the Annual Information Form applies only to non-venture issuers.

• Asset vehicle isolation

  The legal and structural mechanisms through which each direct-hold solution is isolated as a separate vehicle: why creditors of one asset cannot reach assets held in another, and how this isolation protects unit holders.

• Audit committee mandate

  The composition, independence requirements, and responsibilities of the audit committee under NI 52-110 Audit Committees, including oversight of financial reporting, external auditor relationships, and internal controls.

• Auditors, transfer agent, and registrar

  Roles of the auditor, transfer agent, and registrar: independent verification, ownership records, and register maintenance in the corporate structure.

• Canada

  What Professional Centres Canada LP publishes to this page.

• Canadian securities regulatory terminology

  Definitions of the primary Canadian securities regulatory terms used throughout the corporate knowledge base: reporting issuer, SEDAR+, AIF, MD&A, MCR, BCSC, OSC, CSA, NI 45-106, and related instruments.

• Capital Structure and Fees

  The financial engine: the Narrow Banking Model, under which buildings are intended to be built with zero construction debt and borrowing comes only after buildings are leased; the fees Woodfine charges and earns; and the forecast and stress-test methodology behind them.

• Commercial real estate financial metrics

  Definitions of the primary financial metrics used in commercial real estate investment analysis: NOI, DSCR, LTV, ICR, FFO, AFFO, NAV, IRR, CAGR, and MOIC.

• Company

  Who Woodfine is: a Canadian holding company, incorporated federally and extra-provincially registered in British Columbia, that develops and promotes commercial buildings — a Developer and Promoter, not an asset manager — and how the group is organised.

• Contact

  Contact information for MCorp editorial and institutional enquiries.

• Continuous disclosure and wiki publication

  NI 51-102 reporting requirements applicable to Woodfine Capital Projects Inc., including MD&A, material change reports, and electronic filing under CSA National Policy 11-201; the annual information form applies only to non-venture issuers.

• Continuous disclosure obligations

  The ongoing disclosure obligations of a reporting issuer under NI 51-102: annual financial statements, an annual information form for non-venture issuers, interim statements, MD&A, and material change reports.

• Corporate Glossary

  Curated glossary of the core terms used across the corporate knowledge base: the Direct-Hold Solution structure, the four-jurisdiction framework, financial and securities reporting, and the corporate structure governing them.

• Corporate governance documents

  Professional Centres Canada LP's audit committee charter, currently in place, alongside the board mandate, remaining committee charters, governance policy, and code of business conduct planned but not yet adopted.

• Corporate structure

  Federally incorporated Canadian holding company: the parent, its operating-services subsidiary, and the governing entity and promoter-equity company of each Direct-Hold Solution.

• Debt service and financing structure

  General commercial-mortgage financing conventions — loan-to-value limits, amortisation, interest-rate and refinancing risk — and how they interact with the ICR borrowing covenant; not the Direct-Hold Solutions' own planned debenture financing.

• Development and construction risk

  Construction cost overruns, delays, contractor risk, zoning and permitting risk, and pre-leasing exposure in ground-up development.

• 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.

• Direct-hold solutions structural comparison

  Feature-by-feature comparison of the Direct-Hold Solutions with Legacy Joint Ventures, Private Equity funds, and Traditional REITs across twelve governance dimensions.

• Disclaimers

  Disclosure, liability, and forward-looking statement disclaimers for the Woodfine Corporate wiki.

• Distribution declaration mechanics

  How distributions in the Canada and United States limited-partnership-form direct-hold vehicles are determined, declared, and paid: general-partner discretion, proportional allocation across units, and the relationship to the vehicle's borrowing covenant.

• Distributions, Transfers, and Exit

  The distribution policy and the unit-transfer mechanism: distributions are targeted to be paid from Distributable Income when and if declared — never guaranteed.

• Equity transfer model

  Over-the-counter transfer mechanism that allows investors to exit their position directly to eligible counterparties, without requiring a liquidity pool or corporate buyback.

• Events and presentations

  Planned record of shareholder meetings, investor presentations, and industry conference appearances, with archived materials and advance notice of forthcoming events once this program is in place.

• Exemptions

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

• Experts

  Named experts disclosure: the auditor of record, external legal counsel, and independent appraisers whose reports are referenced in offering materials.

• Fees to affiliates and conflicts of interest

  The net-asset-value fee prohibition and the rule limiting fees to promoter affiliates.

• Filing systems

  Filing platform operated by the CSA for public dissemination of continuous disclosure documents, covering document categories, XBRL format rules, and NI 52-109 certification.

• Financial reporting

  Periodic financial disclosures Woodfine Capital Projects Inc. intends to file as a reporting issuer under NI 51-102 upon effectiveness of its planned prospectus offering.

• Financing and interest rate risk

  Financing availability and interest rate risk on First Secured Mortgage Debentures issued after a building completes lease-up under the Narrow Banking Model.

• Forward-looking statements advisory

  Forward-looking statements advisory: what planned, intended, may, and target mean across this wiki, and why actual results may differ materially.

• Four-jurisdiction framework

  Deployment framework for the Direct-Hold Solutions across Canada, the United States, Spain, and Mexico, each using the flow-through vehicle mandated by local securities law.

• Global investment terminology

  Cross-border vocabulary of Global Bridge Terms mapping jurisdiction-specific legal terminology in Canada, the United States, Spain, and Mexico to one accurate shared lexicon.

• Glossary and Reader's Guide

  Terminology index, glossary, and standard definitions for direct-hold investment, private capital markets, and corporate governance as used in the corporate knowledge base.

• Governance and Investor Rights

  Board and management oversight, investor rights and voting, and conflicts-of-interest and required disclosures governing direct-hold real estate investment in Canada, the United States, Spain, and Mexico.

• How sensitivity and stress-test analysis works for Direct-Hold Solutions

  How Direct-Hold Solutions model interest-rate, occupancy, and development-yield stress against the 1.20x interest-coverage covenant.

• How this knowledge base is organized

  A reader's map: this knowledge base describes the company — who it is, the investment vehicles, the financial model, the distribution policy and unit-transfer mechanism, who is in charge, what could go wrong, and where the reports are — with the buildings-and-places half of the story in the companion projects knowledge base.

• IFRS forecast methodology for Direct-Hold Solution vehicles

  How a 10-year IFRS-styled financial forecast for a Direct-Hold Solution vehicle applies IFRS 18, IAS 40, IFRS 13, and IFRS 2 to project future financial statements — illustrative, not a guarantee of results.

• Insider reporting

  The mechanics of insider reporting under National Instrument 55-104: who qualifies as a reporting insider, what transactions trigger a filing obligation, the SEDI electronic filing system, and the ten- and five-day windows within which initial and subsequent reports must be filed.

• Investment units

  The equity units issued by each direct-hold vehicle in Woodfine Capital Projects Inc.'s Direct-Hold framework.

• Investment Vehicles

  The investment vehicles, present and planned: the parent company's Common Shares and the four Direct-Hold Solutions planned for Canada, the United States, Spain, and Mexico.

• Investor relations policy

  The structure and purpose of a formal investor relations policy: preventing selective disclosure, designating authorised spokespersons, establishing quiet periods, and managing guidance within the continuous disclosure framework of NI 51-102 and CSA National Policy 51-201.

• Legal proceedings

  Legal proceedings disclosure: the standard reporting-issuer statement, current only as of the last filing date, alongside the one partnership-level regulatory action already disclosed elsewhere in this wiki.

• Limited partner eligibility representations

  The ongoing tax and regulatory representations each limited partner makes, and the forced-sale procedure if they change.

• 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.

• Liquidation, Final Sale, and dissolution

  How Professional Centres Canada LP winds down: the events that trigger dissolution, the Final Sale mechanism, and the order in which liquidation proceeds reach limited partners.

• Market and property risk

  Market and property risk in commercial real estate: vacancy, rent levels, valuation swings, tenant concentration, and general economic conditions.

• Material change reporting

  The mechanics of material change reporting under NI 51-102 Part 7: what constitutes a material change, the two-step press release plus MCR filing process, and the standard for timely disclosure.

• Material contracts

  Material contracts disclosure: management agreements, property management contracts, and major leases, and where investors can request them.

• Meetings of limited partners

  How limited partners call, notice, and vote at a meeting of the partnership.

• Mexico

  What Professional Centres Mexico FIBRA will publish to this page, once established.

• Narrow bank financial model

  Two-phase financing discipline planned for the Direct-Hold Solutions: equity-funded unlevered construction, then First Secured Mortgage Debentures collateralized by the completed buildings. Only the Canada vehicle is established.

• Non-IFRS measures explained

  Non-IFRS financial measures explained: NOI, FFO, AFFO, and capitalization rate as supplementary metrics that do not replace IFRS statements.

• Offering risk

  Risk factors specific to the investment mechanism itself: illiquidity by design, no guaranteed buyer for units, and asset concentration exposure.

• Perpetual equity model

  The investment framework under which equity is held indefinitely without a fixed redemption horizon.

• Plan of distribution

  How Investment Units are intended to reach an investor: a best-efforts agency offering, a Lead Agent for each vehicle, and subscription funds held in trust pending closing.

• Portfolio Theory Foundations for Alternative Investments

  The Mutual Fund Theorem, the efficient frontier, and the 60/40 portfolio model, and how Private Equity, Activist Investing, and other Alternative Investments extend the framework.

• Press releases and material change reports

  Planned real-time disclosure channel for material changes: immediate press release, Form 51-102F3 filing on SEDAR+ within ten days, and forward-looking statement standards.

• Principal alignment and fee preservation

  Compensation model planned to replace the 2/20 structure: developer profit taken as equity held in trust until investor capital is returned, plus a fixed annual overhead contribution.

• Privacy Notice

  Last updated: June 2026

• Professional Centres Canada LP — Direct-Hold Solution Structure

  The legal and operating structure of Professional Centres Canada LP at the limited-partnership level — the advisory agreement, escrowed promoter equity, regulatory standing, and settlement mechanics — distinct from the corporate-parent and four-jurisdiction overview articles.

• Professional Centres Mexico FIBRA — Direct-Hold Solution Structure

  The planned trust-level structure of Professional Centres Mexico FIBRA — the Bank-fiduciary/Technical Committee governance split, the Subsidiary Silo liability model, Article 187/188 LISR fiscal transparency, and how the Private FIBRA form compares with Mexico's FICAP and S.A.P.I. alternatives — distinct from the corporate-parent and four-jurisdiction overview articles.

• Professional Centres Spain SOCIMI — Direct-Hold Solution Structure

  The planned legal and operating structure of Professional Centres Spain SOCIMI at the vehicle level — the statutory listing mandate, the technical-listing mechanism, the Administrator role, and settlement arrangements — distinct from the corporate-parent and four-jurisdiction overview articles.

• Professional Centres United States LP — Direct-Hold Solution Structure

  The planned legal and operating structure of Professional Centres United States LP at the limited-partnership level — the Delaware LP form, general-partner governance, Public Non-Traded status, and settlement arrangements — distinct from the corporate-parent and four-jurisdiction overview articles.

• Promoter equity escrow

  Why the promoter's equity-based compensation is held in escrow across all four Direct-Hold Solution vehicles, what the release condition is, and which entity holds it in each jurisdiction.

• Quarterly reporting

  Interim reporting under NI 51-102: condensed IAS 34 financial statements and quarterly MD&A due within 45 days of each of the first three fiscal quarter-ends.

• Redemption elimination

  Structural elimination of investor redemption rights, removing the cash-reserve drag and run-mechanics risk inherent to pooled real estate vehicles.

• Regulated reporting entity

  The cross-border bridge term Woodfine uses in place of jurisdiction-specific designations such as Reporting Issuer, Entidad Pública, or Emisora — a Regulated Reporting Entity files continuous public disclosure in its sovereign jurisdiction regardless of exchange-listing status.

• Regulatory posture

  Woodfine Capital Projects Inc. applies a continuous-disclosure posture aligned with NI 51-102 and CSA National Policy 11-201, under the British Columbia Securities Commission as principal regulator, in advance of its planned prospectus offering; all public materials are treated as reviewable under this regime.

• Reports and Disclosure

  What disclosure means for Woodfine and each Direct-Hold Solution, explained in plain language — plus a page per entity for whatever it publishes once it exists and begins disclosing.

• Risks

  What could go wrong, stated plainly: market, property, financing, development, structural, and regulatory risks — the full list in one place.

• Security Policy

  How Woodfine, PointSav, and MCorp receive, triage, and disclose security vulnerabilities in Woodfine-managed software and services.

• Spain

  What Professional Centres Spain SOCIMI will publish to this page, once established.

• 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.

• Statutory rights

  Statutory investor rights under Canadian securities law: rescission, damages, and the rights that attach to different distribution channels.

• Structure and regulatory risk

  Structural and regulatory risk from operating across Canada, the United States, Spain, and Mexico under four distinct legal and tax regimes.

• Titleco and the subsidiary silo model

  How each Direct-Hold Solution holds legal title to its real property: a separate Titleco subsidiary per building beneath the vehicle, the tax rationale behind Mexico's Subsidiary Silo structure, and the fee-capped third-party manager each Titleco retains.

• Trademark Notice

  Last updated: June 2026

• Tripartite management structure

  The three-way functional separation — development execution, Regulated Reporting Entity compliance, and an independent Asset Manager banking syndicate — that governs how each Direct-Hold Solution is managed and capitalized.

• United States

  What Professional Centres United States LP will publish to this page, once established.

• Vendor-customer model

  Technology vendor and operating customer inside one group: who builds and licenses the platform, who adopts it, and why the two roles are kept structurally separate.

• Woodfine Common Shares

  The parent-level equity of Woodfine Capital Projects Inc. itself — distinct from the Investment Units issued by each Direct-Hold Solution vehicle.

• 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.