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Woodfine Capital Projects

Last updated · 10f9b105 · Español

Annual Reporting Cycle

NI 51-102 Continuous Disclosure Obligations is the National Instrument promulgated by the Canadian Securities Administrators that establishes the ongoing disclosure requirements applicable to reporting issuers in Canada.1 The annual reporting cycle under NI 51-102 requires a reporting issuer to file three primary disclosure documents within 90 days of its fiscal year-end: audited annual financial statements prepared in accordance with IFRS as adopted in Canada, an Annual Information Form (AIF, Form 51-102F2), and an annual Management's Discussion and Analysis (MD&A).

Annual financial statements

Annual financial statements filed under NI 51-102 must be prepared in accordance with IFRS as adopted by the International Accounting Standards Board and must be audited by an independent registered public accountant. The statements comprise:

  • A statement of financial position (balance sheet) at fiscal year-end and at the prior fiscal year-end
  • A statement of comprehensive income for the fiscal year and the comparative period
  • A statement of changes in equity
  • A statement of cash flows
  • Notes to the financial statements, including significant accounting policies and judgements

For real estate investment entities and direct-hold operating companies, IFRS 16 (leases), IAS 40 (investment property), and IFRS 13 (fair value measurement) are typically the most materially significant standards. Fair value measurement of investment property under IAS 40 requires either the fair value model (with changes through profit or loss) or the cost model; the elected model must be applied consistently to the entire investment property class.

Annual Information Form — Form 51-102F2

The AIF provides a comprehensive description of the reporting issuer's business, risk factors, capital structure, and governance. Required disclosure categories include:

  • Business overview and corporate structure
  • Risk factors material to the issuer's business
  • Description of share capital and material contracts
  • Directors and officers — names, municipalities of residence, and five-year biographical summaries
  • Legal proceedings
  • Auditors, transfer agents, and registrars

The AIF is a public document distributed through SEDAR+ (the System for Electronic Document Analysis and Retrieval) and is the primary reference document through which institutional investors and analysts assess a reporting issuer's structural characteristics.

Annual Management's Discussion and Analysis

The annual MD&A is a narrative analysis by management of the reporting issuer's financial condition and results of operations for the fiscal year, required to provide context and analysis that the financial statements alone do not supply. The annual MD&A must address:

  • Comparison of current-year results to the prior comparative year
  • Analysis of liquidity and capital resources
  • Discussion of material off-balance-sheet arrangements
  • Analysis of contractual obligations
  • Fourth-quarter disclosure (summarised or full, at the issuer's election)
  • Discussion of critical accounting estimates and judgements
  • Disclosure of any material changes in accounting policies

The MD&A may be filed as a standalone document or incorporated into an annual report to shareholders, provided the SEDAR+ filing includes a clearly identified MD&A document meeting all Form 51-102F1 requirements.2

Filing deadlines

Under NI 51-102, a reporting issuer that is a non-venture issuer must file its annual financial statements, AIF, and annual MD&A within 90 calendar days of the fiscal year-end. A reporting issuer that is a venture issuer (listed on a venture exchange such as TSX Venture) has 120 calendar days.

All filings are made through SEDAR+ and are publicly accessible upon filing. The OSC and other provincial securities regulators conduct annual review programs that assess compliance with the technical requirements of NI 51-102 and the IFRS standards applied.

See also

  1. National Instrument 51-102 Continuous Disclosure Obligations. CSA, 2004 (as amended). ↩

  2. OSC Staff Notice 51-721 — Financial Reporting Standards. OSC, 2013. ↩

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. See TRADEMARK.md in this repository for the full trademark notice.

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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