Ms. Deborah Starkman reports

DREAM UNLIMITED CORP. EXPECTS PROCEEDS OF APPROXIMATELY $109 MILLION FROM DREAM OFFICE REIT'S SUBSTANTIAL ISSUER BID AND MAINTAINS OWNERSHIP OF 33 per cent IN DREAM OFFICE REIT TOGETHER WITH ITS JOINT ACTORS

Based on the preliminary results of Dream Office Real Estate Investment Trust's substantial issuer bid to purchase for cancellation up to 12.5 million of its outstanding REIT units, Series A, at a purchase price of $15.50 per REIT A unit announced earlier today, Dream Unlimited Corp. expects to have approximately 7.0 million of its REIT A units taken up under the offer.

Earlier today, Dream Office announced that based on the preliminary count by the depositary for the offer, approximately 32.1 million REIT A units (including limited partnership Class B units, Series 1, of Dream Office LP tendered on an as exchanged basis) were tendered to the offer and not withdrawn and, as the offer was oversubscribed, Dream Office will purchase the tendered REIT A units on a pro rata basis following determination of the final results of the offer, except that odd lot tenders (of holders beneficially owning fewer than 100 REIT A units) will not be subject to proration. The proration factor under the offer is preliminary and subject to verification by Dream Office. Based on the preliminary proration factor, Dream expects to receive approximately $109-million of proceeds from the offer and, following take-up, expects to own, together with its joint actors, approximately 33 per cent of the outstanding REIT A units (assuming the exchange of all LP B units).

The offer was announced by Dream Office on May 4, 2023, concurrently with its announcement of its sale of 12.5 million units of Dream Industrial Real Estate Investment Trust on a bought deal basis at a price of $14.20 per DIR unit to a syndicate of underwriters led by TD Securities Inc. for total gross proceeds of approximately $177.5-million. At that time, Dream Office announced that the offer allowed it to monetize a portion of its holdings in Dream Industrial REIT and to offer its unitholders the option to either gain liquidity by selling their REIT A units for cash at a premium to the trading price of the REIT A units or potentially increase their ownership in Dream Office.

"The secondary offering and the offer provided unitholders of Dream Office with the opportunity to reduce their investment in Dream Office, funded from the sale of non-strategic assets, while continuing to own the same core office portfolio," said Michael Cooper, chief responsible officer of Dream. "On May 4, 2023, Dream's 18,473,925 REIT A units and LP B units had a total value of approximately $233-million, based on the May 4 closing price on the [Toronto Stock Exchange]. As a result of this transaction, Dream's investment in Dream Office has been reduced by approximately $109-million or by 47 per cent, and its joint actors' ownership has been slightly reduced from 40 per cent to approximately 33 per cent. Effectively, Dream continues to own a significant interest in the same strategic core assets but has reduced its invested capital by 47 per cent."

Dream Office's portfolio has been carefully curated through exceptional efforts since 2015. Through its strategic plan, Dream Office recycled 138 assets to create a core investment portfolio of 28 high-quality assets in irreplaceable locations, the vast majority of which is in downtown Toronto. Together with Dream Office, it is actively redeveloping three properties in downtown Toronto and the Greater Toronto Area creating density for approximately 3.3 million square feet of residential space, while decarbonizing, modernizing and amenitizing the rest of Dream Office's core portfolio into competitive, high-quality assets. Given current geopolitical and macroeconomic uncertainty, combined with the rising interest rate environment and increased cost and reduced supply of new housing, together with the changes stemming from the COVID-19 pandemic and the evolving use of office space, Dream believes that increasing its liquidity benefits the company and its shareholders.

"The opportunity to increase our cash assets by $109-million while maintaining similar ownership in the same core office portfolio is appealing," said Deborah Starkman, chief financial officer of Dream. "As reported in our [first quarter] results, we continue to see growth in our asset management business, we have made exciting progress in developing our communities in Western Canada, Arapahoe basin just had a record winter season, we continue our progress on rezoning our urban developments and we recently achieved construction start on Forma, our 73-storey, Frank Gehry-designed condominium tower in downtown Toronto. With the proceeds from the offer, we have bolstered our balance sheet with additional capital and resources that can be used to reduce debt or for future opportunistic investments, which could include new asset management products, new urban developments or communities in Western Canada, repurchases of Dream shares, or purchases of additional REIT A units along with other potential investments."

Dream investor day

As previously announced, on Wednesday, Sept. 6, 2023, Dream, Dream Office and Dream Impact Trust are welcoming investors for a joint investor session. The event will be hosted at the head office at 30 Adelaide St. East, Suite 301, at 10 a.m. ET. This session will discuss each company's net asset value, capital allocation strategy and business plan to provide better insight into how it views and manages the businesses.

About Dream Unlimited Corp.

Dream is a leading developer of exceptional office and residential assets in Toronto, owns stabilized income-generating assets in both Canada and the United States, and has an established and successful asset management business, inclusive of $24-billion of assets under management across four Toronto Stock Exchange-listed trusts, its private asset management business and numerous partnerships. It also develops land and residential assets in Western Canada. Dream expects to generate more recurring income in the future as its urban development properties are completed and held for the long term. Dream has a proven record for being innovative and for its ability to source, structure and execute on compelling investment opportunities.

We seek Safe Harbor.