Continuous Disclosure Obligations

National Instrument 51-102 (Continuous Disclosure Obligations) establishes the periodic and event-driven reporting requirements for Ontario reporting issuers. Woodfine Capital Projects Inc. is subject to the full continuous-disclosure regime under this instrument, including annual filings, quarterly reporting, and material change obligations. The regime applies across the Woodfine corporate structure and governs disclosures pertaining to Direct-Hold assets and the fiduciary data held under WMC custody.

[edit]Key takeaways

Woodfine Capital Projects Inc. is subject to the full NI 51-102 continuous-disclosure regime, including the annual information form, MD&A, audited financial statements, and quarterly interim reporting.
Material changes require immediate disclosure — a press release as soon as practicable and a Form 51-102F3 filing on SEDAR+ within 10 days — independent of any scheduled filing date.
Articles published on the corporate wiki are treated as disclosure-eligible, so editors apply the same material-change test to wiki publications as to formal SEDAR+ filings.

[edit]Annual obligations

The annual information form (AIF) must be filed within 90 days of the issuer's fiscal year-end. Management discussion and analysis (MD&A) is filed concurrently with the annual audited financial statements. Financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted in Canada.

The MD&A provides management's interpretation of the audited financial results and discloses material trends, risks, and uncertainties affecting the business. It is not a forward-looking marketing document; it is a required disclosure that accompanies the audited numbers.

[edit]Quarterly reporting

Interim financial statements and a corresponding MD&A are filed for each of the first three fiscal quarters. Quarterly filings are due within 45 days of the quarter-end for a non-venture issuer.

[edit]Material change reports

A material change — defined as a change in the business, operations, or capital structure of the issuer that would reasonably be expected to have a significant effect on the market price or value of the issuer's securities — requires immediate disclosure. The issuer must:

Issue a press release describing the change as soon as practicable.
File Form 51-102F3 (Material Change Report) on SEDAR+ within 10 days of the change.

The obligation is continuous. It does not depend on the proximity of a scheduled filing date or investor communication.

[edit]Electronic filing under OSC SN 51-721

OSC Staff Notice 51-721 governs the electronic delivery of disclosure documents to security holders and the electronic filing of documents with the OSC. All required filings are submitted through SEDAR+. Documents delivered electronically must meet accessibility and format requirements set out under the Staff Notice.

[edit]Interaction with wiki content

The articles published at corporate.woodfinegroup.com are publicly available and treated as disclosure-eligible under NI 51-102. A material fact published on the wiki — a new asset acquisition, a change in capital structure, an update to the governance framework — without a corresponding SEDAR+ filing creates disclosure inconsistency. Content editors apply the same material-change test to wiki publications as to formal filings before any article is made public. The broader posture is documented in Regulatory Posture.

[edit]See also

Regulatory Posture — the broader OSC disclosure framework applicable to the Woodfine group
Investor Access — how investors receive financial reports for their positions