Mr. Michael Cooper reports

DREAM OFFICE REIT ANNOUNCES $178 MILLION BOUGHT DEAL SECONDARY OFFERING OF UNITS OF DREAM INDUSTRIAL REIT WITH INTENTION TO RETURN CAPITAL TO UNITHOLDERS

Dream Office Real Estate Investment Trust has entered into an agreement to sell, on a bought deal basis, 12.5 million units of Dream Industrial Real Estate Investment Trust at a price of $14.20 per Dream Industrial unit to a syndicate of underwriters led by TD Securities Inc. for total gross proceeds of approximately $177.5-million. Closing of the secondary offering is subject to certain customary conditions. The secondary offering is expected to close on or about May 16, 2023.

The trust intends to use the net proceeds from the secondary offering, together with cash on hand and drawings under the trust's existing credit facility, to finance the commencement of a substantial issuer bid (the SIB offer), pursuant to which the trust will offer to purchase up to 12.5 million of its outstanding REIT units, Series A, at a purchase price of $15.50 per REIT A unit in cash.

Consistent with the trust's strategy of maximizing net asset value (NAV) per unit for its unitholders, the trust's board of trustees has authorized the commencement of the SIB offer as it allows the trust to monetize a portion of its holdings of 26,039,307 units of Dream Industrial and to offer its unitholders the option to either access liquidity by selling their REIT A units for cash at a premium to the current trading price of the REIT A units or potentially increase their ownership in the trust.

Holders of limited partnership Class B units, Series 1, of Dream Office LP, a subsidiary of the trust, will be permitted to participate in the SIB offer by tendering their LP B units on an as-exchanged basis.

The purchase price represents a 23-per-cent premium over the closing price of the REIT A units on the Toronto Stock Exchange on May 4, 2023, the last full trading day prior to this announcement. As at March 31, 2023, the NAV per unit of Dream Office was $31.50 and the NAV per unit of Dream Industrial was $17.03.

Relative to the trust's NAV per unit of $31.501 as at March 31, 2023, provided the SIB offer is successful and fully tendered, the trust's pro forma NAV per unit is expected to be approximately $35.85, before transaction costs and fees.

Dream Unlimited Corp. has advised the trust that it intends to participate in the SIB offer, although Dream Office expects to make a determination of the number of REIT A units or LP B units to tender closer to the expiration date of the SIB offer based on prevailing market conditions and other factors at that time.

"Dream Office has an exceptional portfolio of office properties. The trust's ownership in Dream Industrial REIT units represent in excess of 60 per cent of the overall market cap of the trust. The SIB offer represents unit repurchases at approximately 51-per-cent discount to March 31, 2023, NAV per unit and provides unitholders the ability to maintain the same exposure to the office assets while receiving approximately 31 per cent of the market capitalization of Dream Office. Each unitholder can choose to increase their ownership of Dream Office or more or less maintain their ownership per cent and reduce their capital investment. We will look to opportunistically sell or partner on our existing assets to continually reduce leverage and increase the value of our business," said Michael Cooper, chief executive officer of Dream Office.

Details of the SIB offer

Details of the SIB offer, including instructions for tendering REIT A units to the SIB offer and the factors considered by the board of trustees in making its decision to approve the SIB offer, will be included in the formal offer to purchase and issuer bid circular and other related documents, which are expected to be mailed to unitholders, filed with applicable Canadian securities administrators and made available free of charge on or about May 10, 2023, on SEDAR and on the trust's website. Unitholders should carefully read the offer documents prior to making a decision with respect to the SIB offer. The SIB offer will not be conditional on any minimum number of REIT A units being tendered but will be subject to various other conditions that are typical for a transaction of this nature.

The SIB offer will expire at 5 p.m. Eastern Time on June 19, 2023, unless terminated or extended by the trust. If more than 12.5 million REIT A units are properly tendered to the SIB offer, the trust will take up and pay for the tendered REIT A units on a pro rata basis according to the number of REIT A units tendered, except that odd-lot tenders (holders beneficially owning fewer than 100 REIT A units) will not be subject to proration. Assuming that 12.5 million REIT A units are purchased pursuant to the SIB offer, the aggregate purchase price pursuant to the SIB offer will be $193.75-million. The trust intends to finance the SIB offer with a combination of proceeds from the Dream Industrial offering, cash on hand and drawings under the trust's existing credit facility.

Dream Office's board of trustees has obtained an opinion from Cormark Securities Inc. to the effect that, based on and subject to the assumptions and limitations stated in such opinion, there is a liquid market for Dream Office's REIT A units as of May 4, 2023, and it is reasonable to conclude that, following the completion of the SIB offer in accordance with its terms, there will be a market for unitholders who do not tender to the SIB offer that is not materially less liquid than the market that existed at the time of the making of the SIB offer. A copy of the opinion of Cormark Securities will be included in the issuer bid circular.

Dream Office's board of trustees has authorized the making of the SIB offer. However, Dream Office's board of trustees is not making any recommendation to any Dream Office unitholder as to whether to tender or refrain from tendering their REIT A units under the SIB offer. Unitholders are strongly urged to consult their own financial, tax and legal advisers and to make their own decisions whether to tender or to refrain from tendering their REIT A units to the SIB offer and, if so, how many REIT A units to tender.

Any questions or requests for information may be directed to Computershare Investor Services Inc., as the depositary for the SIB offer, at 1-800-564-6253 (toll-free).

About Dream Office Real Estate Investment Trust

Dream Office is an unincorporated, open-ended real estate investment trust. Dream Office is a premier office landlord in downtown Toronto with over 3.5 million square feet owned and managed. Dream Office has carefully curated an investment portfolio of high-quality assets in irreplaceable locations in one of the finest office markets in the world.

We seek Safe Harbor.