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 direct-hold limited partnership units 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, Annual Information Form, and MD&A due within 90 days of fiscal year-end.

• 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 Reporting Overview

  Reporting overview for Professional Centres Canada LP: financial statements, filings, valuations, and distribution records published to this shelf.

• 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.

• Centralized Buying Program

  Procurement structure aggregating materials purchasing across simultaneous building projects to secure National Pricing, with rebates flowing to the Direct-Hold Solutions.

• 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, and MOIC.

• 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 annual information form, MD&A, material change reports, and OSC SN 51-721 electronic filing.

• Continuous Disclosure Obligations

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

• Corporate Governance Documents

  Board mandate, committee charters, governance policy, and code of business conduct published as disclosure of governance practices under NP 58-201 and NI 58-101.

• Corporate Structure

  Three-entity structure under Woodfine Capital Projects Inc., separating the technology vendor from the commercial real estate operator.

• Data Governance

  WMC's data custody framework: who holds what data, where, and under what obligations — consistent with the Fiduciary Data Mandate and PIPEDA requirements.

• Debt Service and Financing Structure

  How commercial mortgage financing is structured within direct-hold limited partnerships: loan-to-value conventions, DSCR-constrained debt sizing, interest rate risk, and the interaction between debt structure and the ICR distribution gate.

• 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.

• Disclaimer

  Last updated: June 2026

• Disclaimers

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

• Distribution Declaration Mechanics

  How distributions in direct-hold limited partnerships are determined, declared, and paid: the ICR gate, proportional allocation across units, suspension protocol, and the relationship between distributions and the T5013 capital account.

• Equity Transfer Model

  Peer-to-peer transfer mechanism that allows investors to exit their position directly to willing counterparties, without requiring a liquidity pool or corporate buyback.

• Events and Presentations

  Record of shareholder meetings, investor presentations, and industry conference appearances, with archived materials and advance notice of forthcoming events where available.

• 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.

• Fiduciary Data Mandate

  Custody and sovereignty requirement that the corporate entity holds physical control of the ledger hardware and cryptographic keys, not a third-party custodian.

• 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.

• 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.

• 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 five-day window within which initial and subsequent reports must be filed.

• Interest Coverage Ratio

  Debt-service metric requiring operating income to cover interest charges by at least 1.2×, balancing borrowing capacity against covenant compliance.

• Investment Units

  The equity units issued by each direct-hold vehicle in MCorp's Direct-Hold framework.

• Investor Access

  How investors in Direct-Hold assets access position data, financial reports, and ledger records through the WMC investor portal.

• 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: standard template confirming pending litigation status as of the last reporting update, reviewed each period.

• 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.

• 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.

• Mexico Reporting Overview

  Reporting overview for the planned Professional Centres Mexico FIBRA: filings intended for this shelf once the vehicle is established and reporting.

• Narrow Bank Financial Model

  Two-phase financing discipline of the Direct-Hold Solutions: equity-funded unlevered construction, then First Secured Mortgage Debentures collateralized by the completed buildings.

• 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.

• Press Releases and Material Change Reports

  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 replacing 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

• Property Ledger Technology

  Technology infrastructure underlying each WMC property ledger: cryptographic record of fractional equity holdings, asset events, and transfer history, maintained by PointSav Digital Systems under WMC custody.

• 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 OSC Staff Notice 51-721 in advance of its planned prospectus offering; all public materials are treated as reviewable under this regime.

• Spain Reporting Overview

  Reporting overview for the planned Professional Centres Spain SOCIMI: filings intended for this shelf once the vehicle is established and reporting.

• 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.

• Technology Services Agreement

  Structure of the services agreement under which PointSav Digital Systems provides platform infrastructure to MCorp as a contracted technology vendor.

• United States Reporting Overview

  Reporting overview for the planned Professional Centres United States LP: filings intended for this shelf once the vehicle is established.

• Vendor-Customer Model

  Structural separation between PointSav Digital Systems as technology vendor and MCorp as commercial real estate operator and technology customer.

• Woodfine Corporate

  corporate.woodfinegroup.com per content-contract.md §1/§2/§7.