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Dream Impact Announces Mailing of Management Information Circular in Connection With Special Meeting of Unitholders to Approve Amendments to the Terms of Its 5.50% Convertible Unsecured Subordinated Debentures

This press release contains forward-looking information that is based upon assumptions and is subject to risks and uncertainties as indicated in the cautionary note contained within this press release.

TORONTO--(BUSINESS WIRE)--DREAM IMPACT TRUST (TSX: MPCT.UN) (“Dream Impact” or the “Trust”), announced today that it is mailing its management information circular (the “Circular”) and related materials (together with the Circular, the “Meeting Materials”) in connection with the special meeting (the “Meeting”) of unitholders of the Trust (“Unitholders”) to be held at the offices of Osler, Hoskin & Harcourt LLP, 100 King Street West, Suite 6300, Toronto, Ontario, M5X 1B8 at 2:00 p.m. (Toronto time) on November 27, 2025. Unitholders of record as of the close of business on October 17, 2025 are entitled to receive notice of and to vote at the Meeting.

As previously announced by the Trust, at the Meeting, Unitholders will be asked to consider and vote upon a resolution (the “Amendments Resolution”) approving amendments to the terms of the Trust’s outstanding 5.50% convertible unsecured subordinated debentures due 2026 (the “Debentures”). The Trust currently has $30,000,000 aggregate principal amount of Debentures issued and outstanding. The amendment requiring Unitholder approval is a change in the conversion price of the Debentures from $31.02 per unit of the Trust (originally $7.755 per unit of the Trust at the time of issuance of the Debentures) to $2.75 per unit of the Trust (the “Conversion Price Amendment”). The new conversion price reflects a 59% premium to the closing price of units of the Trust (“Units”) on October 17, 2025 and a 62% premium to the closing price of the Units on September 17, 2025, the date on which the Trust originally announced the Amendments (as defined below).

The Conversion Price Amendment is one of several amendments to the terms of the Debentures (collectively with the Conversion Price Amendment, the “Amendments”) that have been agreed to by the Trust and Hamblin Watsa Investment Counsel Ltd., in its capacity as investment manager (in such capacity, “HWIC”) for the beneficial holders of the Debentures, all of which consist of certain controlled affiliates of Fairfax Financial Holdings Limited. The purpose of the Amendments is to amend and extend the maturity date of the Debentures by an additional five years, to July 31, 2031. Without the Amendments, the Debentures would be repayable on July 31, 2026. The Amendments are part of the Trust’s ongoing efforts to address its near-term debt maturities while it continues to make progress on advancing its strategic initiatives, including focusing on growing its multi-family assets and repositioning its business. In addition to the change in the maturity date of the Debentures and the Conversion Price Amendment, the interest rate of the Debentures will change from 5.50% to 6.50% and the Trust will have the right, at its sole option, to satisfy any conversion request in cash in lieu of delivering Units that would otherwise be issuable on conversion of the Debentures. This cash payment option will provide the Trust with the opportunity to protect against future dilution resulting from the conversion of Debentures, provided that the Trust has sufficient liquidity at such time to satisfy such payment.

Unitholders are being asked to approve only the Conversion Price Amendment because such amendment requires the approval of Unitholders pursuant to the requirements of the Toronto Stock Exchange. The Amendments Resolution requires the approval of at least a simple majority (i.e. 50% plus one vote) of the votes cast at the Meeting. A subsidiary of Dream Unlimited Corp., which holds 6,852,681 Units representing 37% of the Trust’s issued and outstanding Units, has agreed to vote in favour of the Amendments Resolution.

The board of trustees of the Trust has determined that the Amendments, including the Conversion Price Amendment, are in the best interests of the Trust and the Unitholders, has approved the Amendments and unanimously recommend that Unitholders vote FOR the Amendments Resolution approving the Conversion Price Amendment.

The Amendments also require the consent of holders of not less than 66⅔% of the principal amount of all of the outstanding Debentures. HWIC, in its capacity as investment manager for the beneficial holders of the Debentures, has agreed to consent to the Amendments. As a result, the Trust anticipates that it will obtain the requisite approval of the holders of Debentures.

How to Vote

Copies of the Meeting Materials have also been filed and are available under the Trust’s profile on www.sedarplus.com and on the Trust’s website at www.dreamimpacttrust.ca.

Each Unitholder’s vote is important regardless of the number of Units owned. Unitholders are encouraged to read the Circular and to vote FOR the Amendments Resolution well in advance of the proxy voting deadline at 5:00 p.m. (Toronto time) on Tuesday, November 25, 2025.

Unitholders who have questions or need assistance with voting should contact the Trust at info@dreamimpacttrust.ca.

About Dream Impact Trust

Dream Impact is an open-ended trust dedicated to impact investing. Dream Impact’s underlying portfolio is comprised of exceptional real estate assets reported under two operating segments: development and recurring income, that would not be otherwise available in a public and fully transparent vehicle, managed by an experienced team with a successful track record in these areas. The objectives of Dream Impact are to create positive and lasting impacts for our stakeholders through our three impact verticals: environmental sustainability and resilience, attainable and affordable housing, and inclusive communities. For more information, please visit: www.dreamimpacttrust.ca.

Forward Looking Information

This press release may contain forward-looking information within the meaning of applicable securities legislation. Such forward-looking information includes, but is not limited to, information and statements concerning the proposed amendments to the Debentures and the terms thereof, the anticipated timing for the Meeting and the anticipated receipt of consents by the debentureholders to the Amendments. There can be no assurance that the Amendments to the Debentures will be completed or that they will be completed on the terms and conditions contemplated in this release. Forward-looking information generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “would”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans”, or “continue”, or similar expressions suggesting future outcomes or events. Forward looking information is based on a

number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond our control that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk of adverse global market, economic and political conditions and health crises; risks inherent in the real estate industry; risks relating to investment in development projects; impact investing strategy risk; risks relating to geographic concentration; risks inherent in investments in real estate, mortgages and other loans and developments; credit risk and counterparty risk; competition risks; environmental and climate change risks; risks relating to access to capital; interest rate risk; the risk of changes in governmental laws and regulations; tax risks; foreign exchange risk; acquisitions risk; and leasing risks. Our objectives and forward looking statements are based on certain assumptions with respect to each of our markets, including that the general economy remains stable; that no unforeseen changes in the legislative and operating framework for our business will occur; that we will meet our future objectives, priorities and growth targets; that we receive the licenses, permits or approvals necessary in connection with our projects; that we will have access to adequate capital to fund our future projects, plans and any potential acquisitions; that we are able to identify high quality investment opportunities and find suitable partners with which to enter into joint ventures or partnerships; that we do not incur any material environmental liabilities; interest rates remain stable; there will not be a material change in foreign exchange rates; conditions within the real estate market remain consistent; and competition for and availability of acquisitions remains consistent with the current climate. All forward-looking information in this press release speaks as of the date of this press release. Dream Impact does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise except as required by law. Additional information about these assumptions and risks and uncertainties is contained in Dream Impact’s filings with securities regulators, including its latest annual information form and MD&A. These filings are also available at Dream Impact’s website at www.dreamimpacttrust.ca.

Contacts

Derrick Lau
Chief Financial Officer
(416) 365-2364
dlau@dream.ca

Kim Lefever
Director, Investor Relations
(416) 365-6339
klefever@dream.ca

Dream Impact Trust

TSX:MPCT.UN

Release Versions

Contacts

Derrick Lau
Chief Financial Officer
(416) 365-2364
dlau@dream.ca

Kim Lefever
Director, Investor Relations
(416) 365-6339
klefever@dream.ca

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