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Woodfine Capital Projects

Revision as of · 10f9b105

Historical revision — this record as it stood on 3 July 2026, not the current version. View the current record →

Canadian Securities Regulatory Terminology

Canadian securities regulation operates through a cooperative framework of provincial regulators coordinated by the Canadian Securities Administrators (CSA). The instruments and terms below are used consistently throughout the corporate knowledge base and reflect the framework applicable to reporting issuers in Canada.

Regulators

Canadian Securities Administrators (CSA) — The umbrella organisation of provincial and territorial securities regulators. The CSA coordinates national policy and issues National Instruments (NIs) and Multilateral Instruments (MIs) that apply across participating jurisdictions.

British Columbia Securities Commission (BCSC) — The provincial regulator for British Columbia. Reporting issuers with their principal regulator in British Columbia file primarily with the BCSC, which applies the CSA's National Instruments as adopted in British Columbia.

Ontario Securities Commission (OSC) — The provincial regulator for Ontario. The OSC is historically the largest Canadian securities regulator by issuer count and market capitalisation and is the principal regulator for many larger reporting issuers.

Filing system

SEDAR+ (System for Electronic Document Analysis and Retrieval Plus) — The electronic filing and disclosure system operated by the CSA. All continuous disclosure documents (annual and interim financial statements, AIF, MD&A, material change reports, prospectuses, and technical reports) are filed through SEDAR+ and are publicly accessible at no cost on the day of filing.

Issuer classifications

Reporting issuer — An entity that has distributed securities to the public under a prospectus or prospectus exemption and is subject to the continuous disclosure obligations of NI 51-102. Reporting issuer status is determined by the applicable provincial securities legislation and does not require listing on a stock exchange.

Non-exchange-issuer reporting issuer — A reporting issuer whose securities are not listed on a recognised stock exchange. The continuous disclosure obligations are generally the same as for listed issuers, but exemptions may be available for certain issuer types.

Venture issuer — A reporting issuer listed on a venture exchange (TSX Venture Exchange or Canadian Securities Exchange) or that would qualify for listing. Venture issuers have access to certain modified or reduced disclosure requirements in NI 51-102, NI 52-110, and other instruments.

Continuous disclosure documents

Annual information form (AIF) — A comprehensive description of the issuer's business, operations, risk factors, capital structure, and governance, filed annually under NI 51-102 Part 6. Analogous to the United States Form 10-K.

Management's discussion and analysis (MD&A) — Management's narrative analysis of the issuer's financial condition and results of operations. Filed annually and quarterly. Required to address liquidity, capital resources, off-balance-sheet arrangements, and material changes in financial position.

Material change report (MCR) — A Form 51-102F3 filed on SEDAR+ within 10 days of a press release disclosing a material change in the issuer's business, operations, or capital.

Technical report — A disclosure document required under NI 43-101 Standards of Disclosure for Mineral Projects when a reporting issuer makes a disclosure that triggers the technical report requirement. Not applicable to real estate issuers.

Exemptions and instruments

NI 45-106 Prospectus Exemptions — The national instrument governing exemptions from prospectus requirements. The most common exemption for private placements to sophisticated investors is the accredited investor exemption under section 2.3 of NI 45-106.

NI 52-107 Acceptable Accounting Principles and Auditing Standards — Specifies that domestic reporting issuers (other than those in certain exempt categories) must use IFRS as issued by the International Accounting Standards Board.

NI 52-110 Audit Committees — Establishes the composition, independence, and mandate requirements for audit committees of reporting issuers.

NI 51-102 Continuous Disclosure Obligations — The primary ongoing disclosure instrument; establishes the annual and interim filing requirements and the material change reporting obligation.

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 →