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Woodfine Capital Projects

Last updated · 10f9b105 · Español

Corporate Structure

Woodfine Capital Projects Inc. is the federally incorporated Canadian parent company holding two wholly-owned subsidiaries: PointSav Digital Systems and MCorp. The three entities occupy distinct roles — ownership, technology, and commercial operations — that do not overlap. The arrangement implements the vendor-customer model at the corporate level and underpins the Direct-Hold framework under which WMC operates, with fiduciary data custody held by WMC and platform services delivered by PointSav.

Key takeaways

  • Three entities occupy non-overlapping roles: Woodfine Capital Projects Inc. provides governance and ownership; PointSav Digital Systems delivers technology services; MCorp manages investor relations, originates and governs direct-hold limited partnerships, and operates as fiduciary data custodian.
  • PointSav cannot make investment decisions and does not hold equity in managed properties; WMC cannot modify platform code — the separation is enforced at the corporate boundary, not by contract alone.
  • The design intent is that an operational failure at PointSav does not impair WMC's fiduciary function, and a financial event at WMC does not impair PointSav's platform operations.

Parent entity

Woodfine Capital Projects Inc. is incorporated under the Canada Business Corporations Act (CBCA), with its registered office in British Columbia. It is the 100% owner of both subsidiaries and provides the governance framework within which each operates. The parent entity does not itself manage real estate assets or develop technology products. Its function is structural: it holds the ownership relationship and sets the policy framework that governs the two operating entities below it.

Technology vendor

PointSav Digital Systems is a wholly-owned subsidiary of Woodfine Capital Projects Inc. PointSav develops and maintains the property ledger platform, investor portal, and data infrastructure that the commercial operator uses to manage Direct-Hold assets, under the technology services agreement.

PointSav does not hold equity in any managed property. PointSav does not make investment decisions and does not manage investor relations. Its mandate is confined to technology: platform development, ledger integrity, security posture, and system availability. Investment and capital decisions belong to the commercial operator.

Commercial operator

MCorp (Woodfine Management Corp.) is a wholly-owned subsidiary of Woodfine Capital Projects Inc. WMC manages investor relations, originates and governs the direct-hold limited partnerships through which commercial assets are held, and operates the property ledger as fiduciary data custodian. Legal title to each property is held by a separate WCP Titleco nominee company that is beneficially owned by the applicable direct-hold limited partnership; WMC holds interests in those partnerships as part of the management structure and acts as the investor-facing entity for the Direct-Hold programme.

WMC is the entity with which investors transact. It is responsible for asset governance, investor communications, and the accuracy of property ledger records.

Separation principle

The three-entity structure separates technology decisions from real estate decisions at the corporate level. PointSav cannot make investment decisions; its charter is technology services. WMC cannot modify platform code; that is PointSav's domain. Neither entity has authority in the other's operational scope.

This separation is structural, not contractual. A contract can be amended; a corporate boundary requires a restructuring. The design intent is that neither an operational failure at PointSav nor a financial event at WMC automatically impairs the other entity's core function.

The bottom line

The three-entity structure is a governance architecture, not a tax or administrative convenience. By placing technology decisions inside PointSav and investment decisions inside WMC, the group prevents either function from encroaching on the other. Investors transact with WMC; they do not have a direct legal relationship with the technology platform, and PointSav has no authority over the investment decisions that affect investor capital. The corporate boundary makes this separation durable: altering it requires a restructuring, not a policy amendment.

See also

Copyright © 2026 Woodfine Capital Projects Inc. Licensed under Creative Commons Attribution-NoDerivatives 4.0 International.

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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