TORONTO, June 11, 2021 (GLOBE NEWSWIRE) -- Sweet Dream Partnership 2021 (“SDP 2021”), a general partnership between Sweet Dream Corp. (“SDC”) and 2818099 Ontario Inc., corporations that are controlled by Michael Cooper, the President and Chief Responsible Officer of Dream Unlimited Corp. (TSX: DRM) (“Dream”), announced that it has acquired 111,111 Class A subordinate voting shares (“Restricted Shares”) of Dream, representing approximately 0.3% of the issued and outstanding Class A subordinate voting shares of Dream (“Subordinate Voting Shares”). The Restricted Shares will be held in escrow prior to vesting and will vest on the tenth anniversary of the issuance date, provided that certain forfeiture events have not occurred prior to such vesting date.
In February 2021, the Board of Directors of Dream (the “Board”) approved a grant to SDC of an initial restricted share award in the amount of $1,367,776 (the “Initial Restricted Share Award”) pursuant to a new Restricted Share and Restricted Share Unit Plan (the “RS&RSU Plan”) of Dream to purchase 111,111 Restricted Shares. SDC designated SDP 2021 as its permitted designee to subscribe for the Restricted Shares. Following receipt of shareholder approval of the RS&RSU Plan, on June 10, 2021, Dream issued 111,111 Restricted Shares to SDP 2021 on the terms and conditions set out in the Initial Restricted Share Award Agreement.
Prior to the issuance of Restricted Shares, Mr. Cooper is deemed to directly own 78,900 Subordinate Voting Shares and beneficially own 1,402,542 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, 15,512,205 Subordinate Voting Shares owned by SDC, 1,147,050 Subordinate Voting Shares owned by Sweet Dream Partnership (“SDP”) and 184,500 Subordinate Voting Shares owned by Dream Unlimited Foundation, representing 43.8% of the outstanding Subordinate Voting Shares. Mr. Cooper is deemed to own 1,543,291 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 3.7% of the outstanding Subordinate Voting Shares (assuming the conversion of such Common Shares). Mr. Cooper also owns options to acquire 630,895 Subordinate Voting Shares, representing approximately 1.5% 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 406,344 Subordinate Voting Shares, which vest after a continuous period of employment and may be conditional upon the attainment of certain performance conditions, in accordance with the terms of the Dream Performance Share Unit Plan.
Following the issuance of Restricted Shares, Mr. Cooper is deemed to beneficially own the 111,111 Restricted Shares owned by SDP 2021 and will continue to be deemed to own directly 78,900 Subordinate Voting Shares, beneficially own the 1,402,542 Subordinate Voting Shares owned by Sweet LP, the 15,512,205 Subordinate Voting Shares owned by SDC, the 1,147,050 Subordinate Voting Shares owned by SDP, and the 184,500 Subordinate Voting Shares owned by the Dream Unlimited Foundation. Mr. Cooper is also deemed to own 1,543,471 Common Shares of Dream owned by SDC and Sweet LP. Mr. Cooper will also continue to own options to acquire 630,895 Subordinate Voting Shares. In aggregate, after giving effect to the acquisition of 111,111 Restricted Shares by Mr. Cooper 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 20,164,099 Subordinate Voting Shares representing 47.8% of the then outstanding Subordinate Voting Shares. Mr. Cooper is also entitled to performance share units representing the right to receive 406,344 Subordinate Voting Shares, which vest after a continuous period of employment and may be conditional upon the attainment of certain performance conditions, in accordance with the terms of the Dream Performance Share Unit Plan.
As of June 10, 2021, the Subordinate Voting Shares and Common Shares of Dream deemed to be beneficially owned by Mr. Cooper represent approximately 87.3% of the votes attached to the outstanding voting securities of Dream.
Each of Mr. Cooper and SDP 2021 intends to evaluate its investment 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, Mr. Cooper has significant influence over the management of Dream. Michael Cooper and SDP 2021 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 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 2021 in connection with the issuance of Restricted Shares described herein will be available on Dream’s SEDAR profile at www.sedar.com, and can also be obtained by contacting Mr. Robert Hughes, General 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
General Counsel of Dream Unlimited Corp.
(416) 365-3535
rhughes@dream.ca