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.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, May 31, 2022 (GLOBE NEWSWIRE) — DREAM IMPACT TRUST (TSX: MPCT.UN) (“Dream Impact”, “we”, “our” or the “Trust”) today announced that it has entered into an agreement to sell, to a syndicate of underwriters led by TD Securities Inc. and Scotiabank, $40 million principal amount of 5.75% convertible impact unsecured subordinated debentures of the Trust due December 31, 2027, (the “Debentures”) at a price of $1,000 per Debenture (the “Offering”). The closing of the Offering is expected on or about June 9, 2022.
The Debentures will bear interest at a rate of 5.75% per annum, payable semi-annually on June 30 and December 31 each year, commencing on December 31, 2022. The Debentures will be convertible at the holder’s option into units of the Trust (“Units”) at a conversion price of $8.00 per Unit representing a conversion rate of 125.0000 Units per $1,000 principal amount of Debentures. The Debentures will not be redeemable before December 31, 2025. The Debentures will be direct subordinated unsecured obligations of the Trust.
The net proceeds from the Debentures are intended to be used for expenditures associated with eligible impact investments in accordance with the Trust’s Impact Financing Framework, released in 2021, as amended on May 30, 2022. The Trust is currently in advanced stages of negotiation for over $55 million of income properties, comprising over 200 multi-family rental units, in addition to land slated for redevelopment. The Trust’s pipeline of assets are complementary to its existing portfolio, as they are well located and adjacent to existing or future public transit hubs in the GTA. The remaining proceeds will be earmarked for the Trust’s development projects aligned with the Trust’s Impact Financing Framework. Prior to the allocation of the net proceeds of the Offering, the net proceeds may be initially utilized, in part or in full, for repayments of certain of the Trust’s credit facilities, and ultimately will be allocated to finance, in whole or in part, expenditures associated with eligible impact investments in accordance with the Trust’s Impact Financing Framework.
The Debentures will be offered by way of a shelf prospectus supplement to the Trust’s short form base shelf prospectus dated December 2, 2021, to be filed on or about June 2, 2022 with the securities regulatory authorities in all provinces and territories of Canada.
The press release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities in any jurisdiction in which such offer or solicitation is unlawful. This press release is not an offer of securities for sale in the United States (“U.S”). The securities being offered and the Units issuable upon the conversion, redemption of maturity of the Debentures have not been and will not be registered under the US Securities Act of 1933, as amended, and accordingly are not being offered for sale and may not be offered, sold or delivered directly or indirectly within the U.S., its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to an exemption from the registration requirements of that Act.
About Dream Impact
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 investment holdings, 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; while generating attractive returns for investors. For more information, please visit: www.dreamimpacttrust.ca.
For further information, please contact:
| Meaghan Peloso | Kimberly Lefever |
| Chief Financial Officer | Director, Investor Relations |
| 416 365-6322 | 416 365-6339 |
| mpeloso@dream.ca | klefever@dream.ca |
Forward-Looking Information
This press release may contain forward-looking information within the meaning of applicable securities legislation. 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. Some of the specific forward-looking information in this press release may include, among other things, statements relating to the terms of the Debentures, the intended use of proceeds from the Offering; the anticipated closing date of the Offering; our development and acquisition pipelines; the status of negotiations, bidding and expected purchase prices for potential acquisitions, including over 200 multi-family rental units as well as land slated for redevelopment; the filing of a shelf prospectus supplement; the Trust’s focus on impact investing and its expectations related thereto; and the Trust’s ability to achieve its impact and sustainability goals. 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 the Trust’s control, which 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: risks associated with unexpected or ongoing geopolitical events, including disputes between nations, terrorism or other acts of violence, and international sanctions; the disruption of free movement of goods and services across jurisdictions; the risk of adverse global market, economic and political conditions and health crises, including the impact of the novel coronavirus (COVID-19 and variants thereof) pandemic on the Trust; 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 development and investment holdings; 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; the gradual recovery and growth of the general economy continues over 2022; that no unforeseen changes in the legislative and operating framework for our business will occur; that there will be no material change to environmental regulations that may adversely impact our business; 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; that the impact of the current economic climate and global financial conditions on our operations will remain consistent with our current expectations; our expectations regarding the impact of the COVID-19 pandemic and government measures to contain it; our expectation regarding ongoing remote working arrangements; 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. The Trust 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 disclosed in the Trust’s filings with securities regulators filed on the System for Electronic Document Analysis and Retrieval (www.sedar.com), including its latest annual information form and MD&A. These filings are also available at the Trust’s website at www.dreamimpacttrust.ca.
