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Woodfine Capital Projects

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Insider Reporting

Insider reporting is the obligation of directors, officers, and significant shareholders of a reporting issuer to disclose their ownership of and transactions in the issuer's securities to regulators and to the public on a timely basis. In Canada, this obligation is governed primarily by National Instrument 55-104 Insider Reporting Requirements and Exemptions, which consolidated and modernised the insider reporting regime that previously operated under individual provincial securities statutes. The purpose of the regime is to give investors and the market visibility into the trading activity of individuals who possess or are presumed to possess material non-public information about the issuer.

Who is a reporting insider

The concept of "reporting insider" under NI 55-104 is narrower than the broader statutory category of "insider." A reporting insider is an individual who, through their relationship with the issuer or with a significant holder of the issuer's securities, would reasonably be expected to have regular access to material facts or material changes regarding the issuer before those facts or changes are generally disclosed.

Categories deemed reporting insiders

The categories that are always reporting insiders include: directors and officers of the issuer; directors and officers of a significant shareholder of the issuer (holding 10 per cent or more of voting securities); directors and officers of a subsidiary of the issuer; and the issuer itself for purposes of any trades in its own securities. Individuals who are in a special advisory or consulting relationship that grants access to material undisclosed information are also reporting insiders if the agreement or understanding governing the relationship so provides.

A person who is uncertain whether they qualify as a reporting insider should obtain legal advice before trading, as the consequences of late or missed filing are reputational, regulatory, and potentially penal. The BCSC and other provincial commissions publish general guidance on who falls within the definition, but individual facts drive the determination.

Transactions that trigger a report

A reporting insider must file an insider report upon two distinct triggering events. First, the initial report: within five calendar days of becoming a reporting insider, the individual must file an initial insider report on Form 55-102F2 disclosing their current holdings of securities of the issuer, including all classes of equity, options, convertible debt, and any other securities convertible into equity. Second, subsequent reports: within five calendar days of any transaction in the issuer's securities — including acquisitions, dispositions, grants of options or restricted units, exercises of options, and conversions of convertible securities — the reporting insider must file a subsequent insider report on Form 55-102F6.

Five-day window and transaction date

The five-day window runs from the date of the transaction, not from the date of settlement. For publicly traded securities, the transaction date is the trade date on which the order executes, not the settlement date (which may occur two business days later under the standard T+2 settlement cycle). For privately negotiated transactions or compensation-related grants, the transaction date is the date on which the relevant agreement or grant becomes binding.

SEDI and the filing mechanics

All insider reports in Canada are filed through the System for Electronic Disclosure by Insiders (SEDI), an online platform administered by CDS Innovations Inc. under contract with the Canadian Securities Administrators. Access to SEDI requires a pre-established filer profile linked to the reporting insider's Social Insurance Number and to the specific issuer for which reports will be filed.

Prior to filing any insider report, the issuer must itself be registered in SEDI and must designate an issuer representative responsible for approving insider profiles and updating the issuer's security designation file. For a new reporting issuer, the initial SEDI setup requires the issuer to file an Issuer Profile Supplement (IPS) identifying all classes of outstanding securities. Each security class must be designated before any reporting insider can file a report referencing it.

Public visibility of filings

The SEDI system is publicly searchable. Any member of the public can query the insider trading records of any reporting issuer and see the aggregate, direction, and timing of transactions by each named reporting insider. This public visibility is the mechanism by which insider reporting serves its investor protection and market integrity purpose: unusual patterns of insider buying or selling are visible to all market participants.

Exemptions and blackout periods

NI 55-104 provides a number of exemptions from the standard reporting obligation. The most significant for compensation-related transactions is the exemption for certain automatic securities disposition plans: where a reporting insider has established a written plan for the pre-scheduled sale of securities, filed before the issuer's next blackout period begins, and the plan precludes the insider from making trading decisions once established, the exemption can provide relief from the standard reporting timeline for transactions executed under the plan. Legal counsel should be consulted before establishing any such plan.

Blackout periods under issuer policy

Blackout periods are not mandated by NI 55-104 but are typically required by the issuer's own insider trading policy. A standard blackout period begins two to three weeks before the end of a fiscal quarter and ends two full trading days after the issuer's earnings release for that quarter. During a blackout, reporting insiders are prohibited from trading in the issuer's securities regardless of whether they possess material non-public information, as a prophylactic measure to eliminate the appearance of trading on undisclosed earnings information.

Cross-jurisdictional equivalents

As a prospective Regulated Reporting Entity in multiple jurisdictions, Woodfine Capital Projects intends to maintain an insider reporting framework consistent across all Qualified Jurisdictions in which it becomes a reporting entity, adapted to the specific requirements of each.

United States: Section 16 of the Exchange Act

In the United States, the equivalent obligation is Section 16 of the Securities Exchange Act of 1934, which requires reporting persons (directors, officers, and beneficial owners of more than 10 per cent of a class of equity securities) to file Form 3 (initial report) within 10 days of becoming a reporting person, and Form 4 (change report) within two business days of any reportable transaction. The two-day window in the US is materially shorter than the Canadian five-day window and requires electronic filing through the SEC's EDGAR system.

European Union: Market Abuse Regulation

In the European Union, insider trading disclosure obligations for issuers listed on EU-regulated markets are governed by the Market Abuse Regulation (EU) 596/2014, which requires persons discharging managerial responsibilities and their closely associated persons to notify the issuer and the relevant competent authority of every transaction in the issuer's financial instruments within three business days.

references:

  • National Instrument 55-104 Insider Reporting Requirements and Exemptions, Canadian Securities Administrators.
  • National Instrument 51-102 Continuous Disclosure Obligations, Canadian Securities Administrators.
  • BCSC Continuous Disclosure Obligations overview.
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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