Woodfine Capital Projects Inc. Announces Offering of Common Shares

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 31, 2017) -

NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES.

WOODFINE CAPITAL PROJECTS INC. (the "Corporation") plans to raise maximum gross proceeds of C$42 million from the sale of up to 2,100,000 common shares at C$20.00 per share by way of private placement to accredited investors.

The minimum subscription is C$10,000 for 500 shares, and the maximum subscription is C$150,000 for 7,500 shares. No minimum amount is required for a first closing. The offering is expected to be completed in one or more closings, with the first expected to occur on or before June 30, 2017.

Investors become party to the Corporation's unanimous shareholders agreement. The following are highlights of the agreement:

• All shareholders in the Corporation hold common shares of the same class.
• The management team does not receive share-based compensation.
• Management team salaries are capped, and bonuses max out at 100% of salary.
• The Corporation can only borrow so long as it maintains a 1.2 interest coverage ratio. It cannot pay out borrowed money as dividends.
• The issue price of the 2,100,000 shares available for sale cannot be lowered without 90% shareholder approval.
• The C-suite is prescribed, with officers and their duties outlined.
• Wholly owned subsidiaries and their functions are prescribed.
• The board of directors must include a majority of independents who are at arm's length from the Woodfine Group.
• A quorum at board meetings requires a majority of independent directors.
• Bank deposits and investment of free cash are restricted.
• Non-compete agreements are required for senior management.

Target investors include entrepreneurs and high-net-worth individuals. The Corporation's audited year-end 2015 financial statements, investor presentation, and unanimous shareholders agreement are available on the Corporation's website.

A cash commission of 10% is payable to licensed agents who make sales of shares, and a referral fee of the same amount is payable, where permissible, to other persons who introduce purchasers of shares to the Corporation (except that no referral fee is payable to Peter M. Woodfine, his family members, and their associates).

Peter M. Woodfine has C$2.5 million invested in the Corporation and holds C$1.0 million in Woodfine Professional Centres Limited Partnership Units.

About Woodfine Capital Projects

Woodfine Capital Projects Inc. is a real estate investment company that originates limited partnerships (the "Woodfine LPs") that develop commercial real estate. Peter M. Woodfine and other members of the company have been involved in the procurement, construction, leasing, management, and syndication of commercial real estate in Western Canada since the early 1980s.

United States and Other Securities Laws

Shares in the Corporation have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy. There will be no sale of shares in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws and regulations.

Forward-Looking Statements

This press release contains forward-looking statements, including information concerning the structure and plans of the Woodfine LPs. The forward-looking statements are based on certain expectations and assumptions made by the management of Woodfine Capital Projects Inc. and the Woodfine LPs. Although management believes that those expectations and assumptions are reasonable, undue reliance should not be placed on them because management can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve risks and uncertainties. Actual results and plans, as implemented, can differ materially from those anticipated due to a number of factors and risks. The forward-looking statements made in this press release are made as of the date hereof, and Woodfine Capital Projects Inc., the Woodfine LPs, and management disclaim any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required pursuant to applicable securities legislation.