DRM DREAM Unlimited Corp

Sweet Dream Partnership (“SDP”), a general partnership between Sweet Dream Corp. (“SDC”) and Michael Cooper, the President and Chief Responsible Officer of Dream Unlimited Corp. (TSX: DRM and DRM.PR.A) (“Dream”), announced today that it has acquired 550,000 Class A subordinate voting shares (“Subordinate Voting Shares”) of Dream, representing approximately 0.5% of the issued and outstanding Subordinate Voting Shares, over the Toronto Stock Exchange for aggregate consideration of $4,317,500 or approximately $7.85 per Subordinate Voting Share. SDC is a corporation controlled by Mr. Cooper.

Prior to today’s acquisition, Mr. Cooper is deemed to beneficially own 2,805,084 Subordinate Voting Shares owned by Sweet Limited Partnership (“Sweet LP”), a limited partnership of which the general partner is a corporation wholly-owned by Mr. Cooper, 31,534,411 Subordinate Voting Shares owned by SDC and 1,553,100 Subordinate Voting Shares owned by SDP, representing 35.4% of the outstanding Subordinate Voting Shares. Mr. Cooper is deemed to own 3,086,583 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 2.9% of the outstanding Subordinate Voting Shares (assuming the conversion of such Common Shares). Mr. Cooper also owns options to acquire 1,177,500 Subordinate Voting Shares, representing approximately 1.1% 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 630,628 Subordinate Voting Shares, the vesting of which performance share units is conditional on a continuous period of employment and may be conditional upon the attainment of certain performance goals, in accordance with the terms of the Dream Unlimited Corp. Performance Share Unit Plan.

Following the acquisition, Mr. Cooper is deemed to own the 2,103,100 Subordinate Voting Shares owned by SDP and will continue to be deemed to beneficially own the 2,805,084 Subordinate Voting Shares owned by Sweet LP and the 31,534,411 Subordinate Voting Shares owned by SDC. Mr. Cooper also continues to be deemed to own 3,086,583 Common Shares of Dream owned by SDC and Sweet LP.  Mr. Cooper also continues to own options to acquire 1,177,500 Subordinate Voting Shares. In aggregate, after giving effect to the acquisition of 550,000 Subordinate Voting Shares by SDP announced today and assuming (i) the exercise by Mr. Cooper of his options, and (ii) the conversion of the Common Shares owned by SDC and Sweet LP, Mr. Cooper will be deemed to beneficially own, control or direct 40,706,678 Subordinate Voting Shares representing 38.0% of the then outstanding Subordinate Voting Shares. Mr. Cooper also continues to be entitled to performance share units representing the right to receive 630,628 Subordinate Voting Shares, the vesting of which performance share units is conditional on a continuous period of employment and may be conditional upon the attainment of certain performance goals, in accordance with the terms of the Dream Unlimited Corp. Performance Share Unit Plan.

As of July 18, 2019, the Subordinate Voting Shares and Common Shares of Dream deemed to be beneficially owned by Mr. Cooper represent approximately 83.3% of the votes attached to the outstanding voting securities of Dream.

In acquiring the 550,000 Subordinate Voting Shares, SDP relied on the normal course purchase exemption from the take-over bid rules contained in Section 4.1 of National Instrument 62-104 – Take-Over Bids and Issuer Bids.

Each of Mr. Cooper and SDP intends to evaluate its investments 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, Michael Cooper has significant influence over the management of Dream. Michael Cooper and SDP 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 SDP in connection with the transactions described herein will be available on Dream’s SEDAR profile at www.sedar.com, and can also be obtained by contacting Mr. Robert Hughes, Senior Vice-President, Legal 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. 

For further information, please contact:

Robert Hughes Senior Vice President, Legal Counsel of Dream Unlimited Corp.(416) 365-3535rhughes@dream.ca