Dream Impact to seek holder OK for debenture amendments

Mr. Derrick Lau reports 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 Dream Impact Trust is mailing its management information circular and related materials in connection with the special meeting of unitholders of the trust to be held at the offices of Osler, Hoskin & Harcourt LLP, 100 King St. West, Suite 6300, Toronto, Ont., M5X 1B8, at 2 p.m. Toronto time on Nov. 27, 2025. Unitholders of record as of the close of business on Oct. 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 approving amendments to the terms of the trust's outstanding 5.50 per cent convertible unsecured subordinated debentures due 2026. The trust currently has $30-million 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 new conversion price reflects a 59-per-cent premium to the closing price of units of the trust on Oct. 17, 2025, and a 62-per-cent premium to the closing price of the units on Sept. 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 that have been agreed to by the trust and Hamblin Watsa Investment Counsel Ltd. in its capacity as investment manager for the beneficial holders of the debentures, all of which consist of certain controlled affiliates of Fairfax Financial Holdings Ltd. 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 continuing efforts to address its near-term debt maturities while it continues to make progress on advancing its strategic initiatives, including focusing on growing its multifamily 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 per cent to 6.50 per cent, 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 amendment resolution requires the approval of at least a simple majority (that is, 50 per cent plus one vote) of the votes cast at the meeting. A subsidiary of Dream Unlimited Corp., which holds 6,852,681 units, representing 37 per cent of the trust's issued and outstanding units, has agreed to vote in favour of the amendment 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, and has approved the amendments and unanimously recommend that unitholders vote for the amendment resolution approving the conversion price amendment. The amendments also require the consent of holders of not fewer than 66-2/3rds per cent 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 SEDAR+ and on the trust's website. 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 amendment resolution well in advance of the proxy voting deadline at 5 p.m. Toronto time on Tuesday, Nov. 25, 2025. Unitholders who have questions or need assistance with voting should contact the trust at [email protected]. About Dream Impact Trust Dream Impact is an open-ended trust dedicated to impact investing. Dream Impact's underlying portfolio is composed 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 record in these areas. The objectives of Dream Impact are to create positive and lasting impacts for its stakeholders through its three impact verticals: environmental sustainability and resilience, attainable and affordable housing, and inclusive communities. We seek Safe Harbor.