SWEET LIMITED PARTNERSHIP ANNOUNCES FILING OF EARLY WARNING REPORT IN RESPECT OF SUBORDINATE VOTING SHARES OF DREAM UNLIMITED CORP.

15.06.24 20:00 Uhr

TORONTO, June 15, 2024 /CNW/ - Sweet Limited Partnership ("Sweet LP"), a limited partnership of which the sole general partner is Sweet GP Inc., a corporation owned and controlled by Michael Cooper, the President and Chief Responsible Officer of Dream Unlimited Corp. ("Dream"), announced today that it will be filing an early warning report in respect of the Class A subordinate voting shares ("Subordinate Voting Shares") of Dream.

Mr. Cooper, Sweet Dream Corp. ("SDC"), Sweet GP Inc. and Jodamada Corporation (formerly Caylee Development Corporation) (the "Redeeming Partner") are parties to a limited partnership agreement dated August 15, 2016 governing Sweet LP (the "Partnership Agreement"). Under the Partnership Agreement, the Redeeming Partner had the right to acquire up to 1,402,542 Subordinate Voting Shares from Sweet LP.

The Redeeming Partner exercised its right to redeem all of its 2,805,084 Class A limited partnership units ("Class A Units") and to acquire Subordinate Voting Shares under the terms of the Partnership Agreement. On June 14, 2024, Sweet LP delivered 1,402,542 Subordinate Voting Shares in satisfaction of the redemption price for the Class A Units.

Mr. Cooper's economic interest in Dream has not changed as a result of this transaction. However, as Sweet LP no longer holds 1,402,542 Subordinate Voting Shares, Mr. Cooper is no longer deemed to beneficially own such Subordinate Voting Shares.

Prior to the transaction described herein, Mr. Cooper directly owned 78,900 Subordinate Voting Shares and is deemed to beneficially own 1,402,542 Subordinate Voting Shares owned by Sweet LP, 14,496,675 Subordinate Voting Shares owned by SDC, 1,553,453 Subordinate Voting Shares owned by Sweet Dream Partnership ("SDP"), 549,612 Subordinate Voting Shares owned by Sweet Dream Partnership 2021 and 793,097 Subordinate Voting Shares owned by Dream Unlimited Foundation, representing approximately 46.5% of the outstanding Subordinate Voting Shares. Mr. Cooper is deemed to own 1,543,291 Class B common shares of Dream ("Common Shares") owned by SDC and Sweet LP, which are convertible into an equivalent number of Subordinate Voting Shares, representing 3.8% of the outstanding Subordinate Voting Shares (assuming the conversion of such Common Shares). Mr. Cooper also owns options to acquire 42,145 Subordinate Voting Shares, representing approximately 0.1% of the outstanding Subordinate Voting Shares (assuming the exercise of such options and the issuance of the underlying Subordinate Voting Shares). Mr. Cooper is also entitled to performance share units representing the right to receive 455,063 Subordinate Voting Shares that are issuable to Mr. Cooper pursuant to the terms of vested performance share units owned by Mr. Cooper under the Dream Performance Share Unit Plan in respect of which Mr. Cooper has elected to defer their issuance but which Mr. Cooper is deemed to beneficially own.

Following the transaction described herein, Mr. Cooper will continue to directly own 78,900 Subordinate Voting Shares and be deemed to beneficially own 14,496,675 Subordinate Voting Shares owned by SDC, 1,553,453 Subordinate Voting Shares owned by SDP, 549,612 Subordinate Voting Shares owned by Sweet Dream Partnership 2021, and 793,097 Subordinate Voting Shares owned by the Dream Unlimited Foundation. Mr. Cooper is also deemed to own 1,543,291 Common Shares of Dream owned by SDC and Sweet LP. Mr. Cooper will also continue to own options to acquire 42,145 Subordinate Voting Shares. In aggregate, after giving effect to the transaction described herein and assuming (i) the exercise by Mr. Cooper of his options, (ii) the conversion of the Common Shares owned by SDC and Sweet LP, and (iii) the right to receive 455,063 Subordinate Voting Shares under the Dream Performance Share Unit Plan, Mr. Cooper will be deemed to beneficially own, control or direct 19,512,236 Subordinate Voting Shares representing 45.8% of the then outstanding Subordinate Voting Shares. Mr. Cooper's economic interest in Dream has not changed as a result of this transaction.

Each of Mr. Cooper and Sweet LP intends to evaluate its investment in Subordinate Voting Shares on a continuing basis and either may acquire Subordinate Voting Shares or decrease its holdings of Subordinate Voting Shares in the future. As the majority shareholder and the President and Chief Responsible Officer of Dream, Mr. Cooper has significant influence over the management of Dream. Mr. Cooper and Sweet LP have no current intention, but may in the future form an intention, with respect to a merger, reorganization or similar corporate transaction involving Dream, a sale of a material amount of assets of Dream, any change in the board of directors or management of Dream, any material change in Dream's capitalization or dividend policy, any material change in Dream's business or corporate structure, any change in Dream's articles or bylaws, any proposal to delist any securities of Dream or to have Dream cease to be a reporting issuer, any solicitation of proxies from security holders or any similar action with respect to Dream.

This press release is being issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") of the Canadian Securities Administrators. A copy of the report to be filed by Sweet LP in connection with the transaction described herein will be available on Dream's SEDAR+ profile at www.sedarplus.com, and can also be obtained by contacting Mr. Robert Hughes, General Counsel, Dream Unlimited Corp. at 416-365-3535.

Dream's head office is located at Suite 301, State Street Financial Centre, 30 Adelaide Street East, Toronto, Ontario M5C 3H1. 

SOURCE Michael J. Cooper