Dream Impact Announces Agreement to Extend and Amend Its 5.50% Convertible Unsecured Subordinated Debentures; Also Announces Management Changes

Article content

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.

Article content

TORONTO — Dream Impact Trust (TSX: MPCT.UN) (“Dream Impact” or the “Trust”), announced today that Dream Impact and the beneficial holders of the Trust’s 5.50% convertible unsecured subordinated debentures due July 31, 2026 (the “Debentures”) have reached an agreement to extend and amend certain terms of the Debentures. All of the Debentures are beneficially owned by certain controlled affiliates of Fairfax Financial Holdings Limited (collectively, “Fairfax”).

Article content

Article content

Article content

Dream Impact and Fairfax have agreed to extend the maturity date of the Debentures from July 31, 2026 to July 31, 2031. In addition, the interest rate of the Debentures will change from 5.50% to 6.50% and the conversion price of the Debentures will be adjusted to $2.75 per unit. Under the amended terms of the Debentures, the Trust will have the right at its sole option to satisfy any conversion request in cash in lieu of delivering units of the Trust that would otherwise be issuable on conversion of the Debentures.

Article content

Article content

“We are extremely pleased to announce the extension of the Debentures as this was a significant debt maturity for the Trust in 2026, and the new cash settlement option on a conversion reduces potential dilution down the road,” said Meaghan Peloso, Chief Financial Officer of Dream Impact. “This is one step among many that we have completed, and we will continue to provide updates as we make progress on advancing our strategic initiatives.”

Article content

The amendments to the Debentures will be subject to the approval of a majority of the votes cast at a special meeting of unitholders of the Trust as well as the approval of the Toronto Stock Exchange and other customary closing conditions for transactions of this nature. Dream Unlimited Corp., which holds 6,852,681 units of the Trust representing 37% of the Trust’s issued and outstanding units, has agreed to vote in favour of the amendments to the Debentures. The special meeting of unitholders of the Trust is expected to be held in the fall of this year.

Article content

Further information regarding the amendments to the Debentures will be included in the Trust’s management information circular which will be mailed to unitholders of the Trust. A copy of the agreement relating to the amendments to the Debentures and the management information circular will be available on and under the Trust’s profile on www.sedarplus.ca following their filing by the Trust.

Article content

The amendments to the Debentures will also require the consent of holders of not less than 66⅔% of the principal amount of all of the outstanding Debentures. Fairfax has agreed to consent to the amendments to the Debentures. As a result, the Trust anticipates that it will obtain the requisite approval of the Debenture holders.

Article content

The amendments to the Debentures are expected to be effective in late 2025 or early 2026, subject to the satisfaction of the conditions to the amendments.

Article content

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in Canada, the United States or any other jurisdiction.

Article content

Article content

Management Changes

Article content

The Trust is pleased to announce the appointment of Derrick Lau as Chief Financial Officer of the Trust effective September 19, 2025. In his new role, Mr. Lau will oversee all financial aspects of the Trust as it continues to execute on its strategic objectives. Mr. Lau currently serves as the Chief Financial Officer of Dream Residential Real Estate Investment Trust (“DRR”), spearheading the overall financial management of DRR since its initial public offering in 2022. Mr. Lau has over 15 years of experience in the real estate industry and has been with Dream, the Trust’s asset manager, for the last 10 years in increasingly senior finance and strategy roles.

Article content

With Mr. Lau’s appointment, Ms. Meaghan Peloso will continue to provide strategic support to the Trust through her role as Chief Financial Officer of Dream, Dream Impact’s asset manager. “Over the past six years, since joining the Trust’s management team, Meaghan has done an outstanding job in leading the financial planning and reporting function of the Trust through a more challenging economic backdrop for real estate,” said Amar Bhalla, Chair of Dream Impact. “I would like to thank Meaghan for her dedication over the years, and we are also pleased to welcome Derrick to the team.”

Article content

About Dream Impact Trust

Article content

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.

Article content

Forward Looking Information

Article content

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 amendments and the related meeting of the Trust’s unitholders, 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

Article content

Article content

.

Article content

Article content

Article content

Article content

View source version on businesswire.com:

Article content

Article content

Article content

Contacts

Article content

For further information, please contact:

Article content

Meaghan Peloso
Chief Financial Officer
(416) 365-6322
[email protected] Kim Lefever
Director, Investor Relations
(416) 365-6339
[email protected]

Article content