Ned Goodman Disposing of Class B Common Shares and Acquiring Class A Subordinate Voting Shares of Dream Unlimited Corp.

TORONTO, Aug. 15, 2016 /CNW/ - Ned Goodman announces today that he and Caylee Development Corporation (Caylee), a corporation controlled by Mr. Goodman, have entered into agreements today with Michael J. Cooper as well as Sweet Dream Corp. (SDC) and Sweet GP Inc., entities controlled by Michael J. Cooper, pursuant to which Ned Goodman will dispose of control of Dream Unlimited Corp. (Dream). In addition, as a result of the transactions announced herein, Mr. Goodman will acquire Consideration Units (as defined below) and therefore beneficial ownership of additional Class A subordinate voting shares (Subordinate Voting Shares) in the capital of Dream. 

Caylee, SDC, Sweet GP Inc. and Michael J. Cooper have entered into a limited partnership agreement dated August 15, 2016 (the Partnership Agreement), pursuant to which Caylee has agreed to contribute 2,439,204 Class B common shares in the capital of Dream (the Contribution Shares) to a limited partnership to be formed pursuant to the Partnership Agreement, which will be named Sweet Limited Partnership (the Partnership). The Contribution Shares will be contributed to the Partnership in consideration for the issuance of 2,805,084 Class A units in the capital of the Partnership (the Consideration Units) to Caylee. Each Consideration Unit will be redeemable at the option of the holder at any time and is redeemable by the Partnership no earlier than August 15, 2021 and later in certain circumstances. The redemption price in respect of each Consideration Unit will be satisfied, at the election of the holder of the Consideration Units, by the delivery of one Class A subordinate voting share in the capital of Dream (a Subordinate Voting Share) or a cash amount equal to the net proceeds from the sale by the Partnership through the facilities of the Toronto Stock Exchange (TSX) of one Subordinate Voting Share. If the Partnership is not permitted by applicable securities laws to sell Subordinate Voting Shares through the TSX at the time of redemption, the redemption price will be satisfied by the delivery of Subordinate Voting Shares. The Consideration Units may be redeemed for a maximum of 2,805,084 Subordinate Voting Shares. The Consideration Units rank equally with other units of the Partnership with respect to distributions. On dissolution, after payment of or provision for all debts and liabilities of the Partnership, holders of Consideration Units are entitled to receive one Subordinate Voting Share for each Consideration Unit, plus, following preferred distributions to holders of units of the Partnership of other classes, their share of the remainder assets of the Partnership based on their pro rata partnership interests.

Concurrently, Mr. Goodman and SDC have entered into a share purchase agreement dated August 15, 2016, pursuant to which Ned Goodman will sell 647,379 Class B common shares in the capital of Dream (the SDC Shares) to SDC for aggregate consideration of C$6,089,894, or approximately C$9.40 per SDC Share.

Mr. Goodman currently beneficially owns, directly and indirectly through Caylee, a total of 3,086,583 Class B common shares (Class B Shares) in the capital of Dream, which represents approximately 99.07% of the issued and outstanding Class B Shares. Following the closing of the transactions announced herein, which is expected to occur on August 18, 2016, Mr. Goodman and Caylee will cease to beneficially own or control any Class B Shares.

Additionally, Mr. Goodman currently beneficially owns a total of 2,341,934 Subordinate Voting Shares in the capital of Dream, which represents approximately 3.11% of the issued and outstanding Subordinate Voting Shares. Dundee Corporation, a corporation controlled by Mr. Goodman, currently owns a total of 21,636,288 Subordinate Voting Shares in the capital of Dream (the Dundee Subordinate Voting Shares), which represents approximately 28.80% of the issued and outstanding Subordinate Voting Shares. Mr. Goodman is deemed to beneficially own the Dundee Subordinate Voting Shares for the purposes of NI 62-104 (as defined below). Following the closing of the transactions announced herein, and including the Dundee Subordinate Voting Shares and the 2,805,084 Subordinate Voting Shares for which the Consideration Units may in the future be redeemed, Mr. Goodman will directly and indirectly beneficially own 26,783,306 Subordinate Voting Shares, which will represent 34.42% of the issued and outstanding Subordinate Voting Shares.

The transactions announced herein will be completed as private transactions, and are entered into for investment purposes. Mr. Goodman may from time to time in the future acquire or dispose of ownership of or control or direction over additional securities of Dream for investment purposes.

The disposition of 3,086,583 Class B Shares announced herein will be carried out pursuant to the "Private agreement exemption" set out in section 4.2 of Division 1 of Part 4 of National Instrument 62-104 – Take-Over Bids and Issuer Bids (NI 62-104): (a) the purchase of Class B Shares will be made from not more than 5 persons in the aggregate; (b) the bid was not made generally to security holders of Class B Shares; and (c) while there is no published market for the Class B Shares disposed of, the consideration that will be received for the Class B Shares, being either cash or slightly less than 1.15 Consideration Units, is not greater than 115% of the value of a Class B Share on the basis that the value of a Class B Share is not less than the market price (as determined in accordance with the requirements of NI 62-104) of a Subordinate Voting Share into which each Class B Share is convertible on a one-for-one basis at any time, and the value of a Consideration Unit is equal to the market price (as determined in accordance with the requirements of NI 62-104) of a Subordinate Voting Share for which each Consideration Unit is redeemable on a one-for-one basis.

The  acquisition of the Consideration Units and thereby the indirect acquisition of 2,805,084 Subordinate Voting Shares for which the Consideration Units may be redeemed will be carried out in reliance on the "Private agreement exemption" set out in section 4.2 of Division 1 of Part 4 of NI 62-104: (a) the purchase of the Consideration Units will be made from not more than 5 persons in the aggregate; (b) the bid was not made generally to security holders of Subordinate Voting Shares; and (c) the value of the consideration that will be paid for the Consideration Units, which are redeemable for Subordinate Voting Shares, being slightly less than 0.87 Class B Shares that are convertible into Subordinate Voting Shares on a one-for-one basis, is not greater than 115% of the market price of the Subordinate Voting Shares (as determined in accordance with the requirements of NI 62-104).

This press release is issued pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of an early warning report of Ned Goodman made in connection with the transactions announced herein will be made available on SEDAR at www.sedar.com.

SOURCE Ned Goodman

You may also obtain the early warning report by contacting Lina Noble, at +1.647.428.8242. The address of Mr. Goodman is c/o Caylee Development Corporation, 1 Adelaide Street East, Suite 2100, Toronto, Ontario M5C 2V9.