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Woodfine Capital Projects

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Material Change Reporting

A material change in the business, operations, or affairs of a reporting issuer triggers an immediate disclosure obligation under Part 7 of National Instrument 51-102. The obligation is one of the most time-sensitive in the continuous disclosure regime: when a material change is determined to have occurred, the issuer must act the same day.

Definition of a material change

NI 51-102 defines a material change as a change in the business, operations, or capital of the issuer that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the issuer. The definition encompasses both completed changes and decisions made by senior management or the board, even where public announcement has not yet been made.

The materiality standard is objective — measured by likely market impact on a reasonable investor — rather than subjective management assessment. Canadian securities regulators have consistently held that the issuer should err on the side of disclosure where materiality is genuinely uncertain.

The two-step disclosure process

Step 1 — Press release. Immediately upon determination that a material change has occurred, the issuer must issue and file a news release disclosing the nature and substance of the change. The news release must be filed through a recognized news distribution service to ensure broad market dissemination. The obligation to issue the press release arises when a director or senior officer first determines that a material change has occurred — not when the board formally ratifies the decision.

Step 2 — Material change report (MCR). Within 10 days of the press release, the issuer must file a formal material change report on SEDAR+ using Form 51-102F3. The report must include: the date of the change, a full description of the change, the effects on the issuer's business and operations, and a statement signed by a director or officer.

Content requirements for the press release

The material change press release must include:

  • A description of the material change in terms sufficient for investors to assess its significance
  • The date of the change
  • Management's assessment of the impact on the issuer's operations or financial condition, to the extent reasonably practicable

Forward-looking statements in the press release

Material change press releases frequently include forward-looking statements about the expected impact of the change. Under NI 51-102 and the applicable safe harbour provisions, forward-looking statements must be identified as forward-looking, must identify the material factors that could cause actual results to differ materially from the forward-looking statement, and must include the material assumptions applied in making the statement. Boilerplate cautionary language that does not specifically identify the material assumptions and risk factors applicable to the particular forward-looking statement does not satisfy the safe harbour requirements.

Confidential material change reports

In limited circumstances, an issuer may file an MCR on a confidential basis and request that the regulator not publish it. This is permitted where immediate disclosure would be unduly detrimental to the interests of the issuer — for example, where disclosure would prejudice a pending transaction that has not yet been announced. Confidential treatment is at the regulator's discretion and is not available routinely. The issuer must re-file a public MCR as soon as the basis for confidentiality no longer exists.

Common triggers

Material changes most frequently arise from: significant acquisitions or dispositions, material debt financing or restructuring, changes in credit facilities, capital raises, changes in senior management or the board, material litigation outcomes, and regulatory actions. Changes in financial performance below prior guidance may also constitute material changes where the deviation is significant.

See also

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.

Read the full disclaimer →