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Dream Impact Trust Management Reports 2024

Nov 4, 2024

47213_rns_2024-11-04_b2658f60-ec87-4b96-a735-7069c3a1abdc.pdf

Management Reports

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(All dollar amounts in our tables are presented in thousands of Canadian dollars, except unit and per unit amounts, unless otherwise stated)

This Management's Discussion and Analysis ("MD&A") is dated as of, and reflects all material events up to, November 4, 2024, the date on which this MD&A was approved by the Board of Trustees of the Trust ("Board of Trustees").

When we refer to terms such as "we", "us" and "our", we are referring to Dream Impact Trust (the "Trust"), Dream Impact Master LP ("MPCT LP") and its subsidiaries. When we refer to the term "units" we are referring to the units of the Trust. When we refer to "unitholders" we are referring to holders of the units of the Trust.

Certain comparative results have been reclassified to conform to the presentation adopted in the current period.

1. OVERVIEW AND OVERALL FINANCIAL PERFORMANCE

1.1 OVERVIEW OF THE TRUST

Dream Impact Trust is an open-ended trust dedicated to impact investing. Impact investing is the intention of creating measurable positive, social or environmental change in our communities and for our stakeholders, while generating attractive financial returns. The Trust’s underlying portfolio is comprised of exceptional real estate assets reported under two operating segments: development and recurring income. The units of the Trust are listed on the Toronto Stock Exchange ("TSX") under the symbol "MPCT.UN".

The Trust is managed by Dream Asset Management Corporation ("DAM" or the "Asset Manager"), a subsidiary of Dream Unlimited Corp. ("Dream Unlimited" or "Dream") (TSX: DRM), which is one of Canada’s leading real estate companies, with approximately $25 billion of assets under management in North America and Europe. On January 1, 2018, Dream acquired control of the Trust, for accounting purposes, based on Dream's increased exposure to variable returns resulting from increased ownership through units held in the Trust and from new real estate joint venture agreements. The ultimate controlling party of the Trust is Michael Cooper, President and Chief Responsible Officer of DAM and Dream. As of September 30, 2024, Dream has a 36.3% ownership interest in the Trust.

1.2 OUR STRATEGY AND OPERATING SEGMENTS

Our fundamental objectives are to:

  • Create positive and lasting impacts for our stakeholders through our three impact verticals: environmental sustainability and resilience, attainable and affordable housing, and inclusive communities.

  • Balance the growth and stability of the portfolio, increasing cash flow and unitholders’ equity over time.

  • Provide investors with a portfolio of high-quality real estate assets, concentrated in core geographic markets, leveraging an experienced management team.

We work towards these objectives by operating our business under two distinct segments:

  • Recurring income — comprised of a portfolio of commercial real estate income properties and multi-family rental assets in the Greater Toronto Area ("GTA") and Ottawa/Gatineau, and a utility asset.[(1)]

  • Development — comprised of direct and indirect investments in residential and mixed-use developments.

  • (1) Relates to Zibi Community Utility. For further details, refer to Section 10.1, "Summary of Impact Investments" of this MD&A.

Recurring income is important to our business as it provides stable returns in order to fund our ongoing fixed operating costs and interest costs. Over time, we expect this segment to grow, as we build out our extensive development pipeline and further invest in best-in-class income properties.

We believe the Trust’s development segment represents a portfolio of high-quality assets located in core geographic markets that would not otherwise be accessible in a public vehicle. These assets represent a significant source of growth for the Trust, which we expect will generate future income and cash flows over time as the projects are developed. Assets may be built for sale or built to hold for the long term.

Due to the nature of development, the Trust expects fluctuations in earnings from period-to-period from this segment. Typically, assets may be acquired and held for a number of years before development commences or contribution to net

Dream Impact Trust 2024 Third Quarter | 1

income is realized. However, depending on a variety of factors, including location, market conditions, density, and asset class, the value of these projects may appreciate as we progress through the rezoning and pre-development process. Our development segment is expected to generate attractive returns and value creation over time. We also believe our portfolio will be more resilient and valuable because it is comprised of assets that are considered impact investments.

In line with our overarching strategy to be a dedicated impact investment vehicle, we utilize assets in our segments to generate positive impact across our verticals. These verticals are aligned with the widely recognized and accepted United Nations Sustainable Development Goals ("UN SDG") and are:

  • Environmental sustainability and resilience – develop real estate with a focus on optimizing energy use (UN SDG 7 — Affordable and Clean Energy, and UN SDG 11 — Sustainable Cities and Communities), limiting greenhouse gas ("GHG") emissions (UN SDG 13 — Climate Action), and reducing water use and waste (UN SDG 12 — Responsible Consumption and Production), with objectives and targets aligned with internationally recognized methodologies.

  • Attainable and affordable housing – invest in mixed-income communities that are transit-oriented, located close to employment opportunities, and support an overall lower relative cost of living with a high quality of life.

  • Inclusive communities – intentionally design and program communities that are safe and inclusive for everyone. This includes creating spaces that encourage mental and physical health, and wellness.

As of September 30, 2024, substantially all of our portfolio qualified under the Trust's definition of an impact investment or was in the impact planning stage. Over the next few years, we intend to wind down or exit remaining non-impact investments and increase our financial flexibility from our build-to-sell assets.

1.3 BUSINESS UPDATE — Q3 2024

During the three months ended September 30, 2024, the Trust closed on the sale of two office buildings, 10 Lower Spadina and 349 Carlaw, for net proceeds of $30.1 million. Funds were immediately used to repay the Trust's credit facility balance and the remaining proceeds are slated for operating costs and capital spend. Completing these asset sales was important to the Trust's liquidity goals, as we make further advancements on stabilizing our multi-family portfolio.

During the three months ended September 30, 2024, CMHC announced a new program, the Frequent Builder Framework, to accelerate the construction of affordable rentals by expediting the application process for established housing providers. As part of the Dream group of companies, the Trust has been identified as eligible for the program. The Trust will continue to pursue financing opportunities with CMHC for the development of our existing and future pipeline of multi-family rental assets.

As previously reported, the Trust has a wholly owned 88,000 square foot ("sf") property in downtown Toronto, referred to as 49 Ontario. The asset, including the adjacent land assembly, is slated for re-development with re-zoning that allows for 800,000 sf of residential density or approximately 1,200 rental units. Over the course of the year, the Trust has been working closely with various levels of government to better position the site for construction commencement and to bring in a partner for re-development. In light of policy changes, interest rate adjustments and favourable financing terms, the project could start construction within the next 12 months. We are continuing to evaluate opportunities to bring in a partner for the $700 million redevelopment and best position the Trust to unlock value from the asset while supporting our liquidity needs. Further updates will be provided as milestones progress.

In October 2024, the construction loan for Brightwater I and II was repaid using closing proceeds from units occupied. Subsequent to September 30, 2024, occupancies at Brightwater Towns (106 units) commenced. The building is 98% sold and expected to close by mid 2025. Construction continues at the Mason (158 units) which is expected to occupy in the first half of 2025.

During the three months ended September 30, 2024, the Trust, alongside Dream, launched the marketing of 3.27 acres of land at the 34-acre Zibi development, referred to as the Capital View Lands. The land, which has construction potential for approximately one million sf of space, is expected to be near the planned future Ottawa Senators arena site. The Capital View Lands are located in Gatineau, Quebec, adjacent to the Ottawa River. By bringing in a partner for the marketed site, we are able to accelerate the development pace for Zibi and reduce the in-place land loan for the project. The Trust has a 50% ownership interest in the Zibi development.

Income from the development segment is expected to fluctuate period-to-period and not contribute meaningfully to earnings until development milestones are achieved and/or project inventory is available for occupancy. While mindful of our capital spend and liquidity needs, on a strategic basis we continue to make advancements for select assets in the predevelopment stage.

Dream Impact Trust 2024 Third Quarter | 2

FINANCIAL HIGHLIGHTS OF THE TRUST

FINANCIAL HIGHLIGHTS OF THE TRUST
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Condensed consolidated results of operations
Net loss
Net operating income ("NOI") - recurring income (NOI-recurring income)⁽¹⁾
Cash utilized in operating activities
Net loss per unit(1)
Units outstanding – end of period
Units outstanding – weighted average
$
(7,550)$ (12,418)
$
(17,728)$ (24,438)
4,213
4,191
14,412
12,866
(5,490)
(3,396)
(10,568)
(15,690)
(0.42)
(0.72)
(0.99)
(1.43)
18,110,940
17,287,196
18,110,940
17,287,196
18,106,406
17,260,369
17,891,403
17,074,952
As at
Condensed consolidated financial position
Total unitholders' equity
Total unitholders' equity per unit⁽¹⁾
Total debt
Total debt payable(2)
Total assets
Debt-to-asset value(3)
Cash
September 30, 2024
June 30, 2024
December 31, 2023
$
408,520
$ 421,485
$ 428,657
22.56
23.45
24.39
271,889
278,176
270,056
274,330
280,680
273,065
691,074
706,795
707,426
39.7 %
39.7 %
38.6 %
23,825
10,045
6,176

(1) Net operating income, NOI-recurring income, net income (loss) per unit and total unitholders' equity per unit are supplementary financial measures. Please refer to the "Specified Financial Measures and Other Disclosures" section of this MD&A.

(2) Total debt payable is a non-GAAP financial measure. Please refer to the "Specified Financial Measures and Other Disclosures" section of this MD&A. Total debt payable is not a standardized financial measure under IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and might not be comparable to similar measures disclosed by other issuers.

(3) Debt-to-asset value is a non-GAAP ratio. Please refer to the "Specified Financial Measures and Other Disclosures" section of this MD&A. Debt-to-asset value is not a standardized financial measure under IFRS Accounting Standards and might not be comparable to similar measures disclosed by other issuers.

During the three months ended September 30, 2024, the Trust reported a net loss of $7.6 million compared to $12.4 million in the prior year. The improvement in earnings was driven by the magnitude and composition of fair value adjustments in each period ($7.7 million), partially offset by normal course transaction costs related to the sale of 10 Lower Spadina and 349 Carlaw ($0.9 million), fluctuation in the deferred income tax recovery ($1.3 million) and interest expense recognized on multi-family assets in the lease-up phase which were previously capitalized ($0.5 million). Per the Trust's accounting policy, interest is no longer capitalized once development assets are substantially complete.

During the nine months ended September 30, 2024, the Trust reported a net loss of $17.7 million compared to $24.4 million in the prior year. The change in earnings year over year was a result of the aforementioned, in addition, to occupancy income achieved at Brightwater I and II condominiums and the net impact of asset dispositions earlier this year.

As at September 30, 2024, the Trust had total cash-on-hand of $23.8 million and a debt-to-asset value[(1)] of 39.7%, which was consistent with the prior period due to offsetting movements. Refer to the "Capital Resources and Liquidity" section of this MD&A.

(1) Debt-to-asset value is a non-GAAP ratio. Please refer to the Specified Financial Measures and Other Disclosures section of this MD&A.

Dream Impact Trust 2024 Third Quarter | 3

SEGMENTED RESULTS OF OPERATIONS — THREE MONTHS ENDED SEPTEMBER 30, 2024

Recurring
Development income Other⁽¹⁾ Total
INCOME
Lending portfolio interest income and lender fees $
— $
— $ 18$ 18
Income properties revenue 3,825 3,825
Share of income (loss) from equity accounted investments 464 (4,200) (3,736)
TOTAL INCOME (LOSS) 464 (375) 18 107
EXPENSES
Income properties, operating (2,265) (2,265)
Interest expense (507) (2,357) (1,349) (4,213)
General and administrative (1,759) (1,759)
TOTAL EXPENSES (507) (4,622) (3,108) (8,237)
Fair value adjustments to income properties (1,076) (1,076)
OPERATING LOSS (43) (6,073) (3,090) (9,206)
Interest and other income 33 79 112
Transaction costs on sale of properties (920) (920)
LOSS BEFORE INCOME TAX RECOVERY (43) (6,960) (3,011) (10,014)
INCOME TAX RECOVERY
Deferred income tax recovery 2,464 2,464
TOTAL INCOME TAX RECOVERY 2,464 2,464
NET LOSS $
(43) $
(6,960) $ (547) $ (7,550)
OTHER COMPREHENSIVE LOSS
Share of other comprehensive loss from equity accounted investments, net of tax (1,754) (1,028) (2,782)
Fair value adjustments to derivative financial liabilities hedge, net of tax (3,093) (3,093)
TOTAL OTHER COMPREHENSIVE LOSS (1,754) (4,121) (5,875)
TOTAL COMPREHENSIVE LOSS $
(1,797) $
(11,081) $ (547) $ (13,425)

SEGMENTED RESULTS OF OPERATIONS — THREE MONTHS ENDED SEPTEMBER 30, 2023

Recurring
Development income Other⁽¹⁾ Total
INCOME
Lending portfolio interest income and lender fees $
— $
— $ 514$ 514
Income properties revenue 4,420 4,420
Share of income (loss) from equity accounted investments 3,609 (6,684) (3,075)
TOTAL INCOME (LOSS) 3,609 (2,264) 514 1,859
EXPENSES
Income properties, operating (2,363) (2,363)
Interest expense (464) (2,430) (1,308) (4,202)
General and administrative (1,674) (1,674)
TOTAL EXPENSES (464) (4,793) (2,982) (8,239)
Fair value adjustments to income properties (10,073) (10,073)
OPERATING INCOME (LOSS) 3,145 (17,130) (2,468) (16,453)
Interest and other income 32 159 191
Fair value adjustments to financial instruments 46 46
EARNINGS (LOSS) BEFORE INCOME TAX RECOVERY 3,145 (17,098) (2,263) (16,216)
INCOME TAX RECOVERY
Deferred income tax recovery 3,798 3,798
TOTAL INCOME TAX RECOVERY 3,798 3,798
NET INCOME (LOSS) $
3,145 $
(17,098) $ 1,535 $ (12,418)
OTHER COMPREHENSIVE INCOME
Share of other comprehensive income from equity accounted investments, net of tax 805 780 1,585
Fair value adjustments to derivative financial liabilities hedge, net of tax 2,178 2,178
TOTAL OTHER COMPREHENSIVE INCOME 805 2,958 3,763
TOTAL COMPREHENSIVE INCOME (LOSS) $
3,950 $
(14,140) $ 1,535 $ (8,655)

(1) Includes other Trust amounts not specifically related to the segments.

Dream Impact Trust 2024 Third Quarter | 4

SEGMENTED RESULTS OF OPERATIONS – NINE MONTHS ENDED SEPTEMBER 30, 2024

Recurring
Development income Other⁽¹⁾ Total
INCOME
Lending portfolio interest income and lender fees $
— $
— $ 198$ 198
Income properties revenue 14,371 14,371
Share of losses from equity accounted investments (3,514) (12,488) (16,002)
TOTAL INCOME (LOSS) (3,514) 1,883 198 (1,433)
EXPENSES
Income properties, operating (7,206) (7,206)
Interest expense (1,483) (7,108) (3,959) (12,550)
General and administrative (4,675) (4,675)
TOTAL EXPENSES (1,483) (14,314) (8,634) (24,431)
Fair value adjustments to income properties (3,866) (3,866)
OPERATING LOSS (4,997) (16,297) (8,436) (29,730)
Interest and other income 2,747 138 2,954 5,839
Transaction costs on sale of properties (920) (920)
Fair value adjustments to financial instruments 7 7
LOSS BEFORE INCOME TAX RECOVERY (2,250) (17,079) (5,475) (24,804)
INCOME TAX RECOVERY
Deferred income tax recovery 7,076 7,076
TOTAL INCOME TAX RECOVERY 7,076 7,076
NET INCOME (LOSS) $
(2,250) $
(17,079) $ 1,601 $ (17,728)
OTHER COMPREHENSIVE LOSS
Share of other comprehensive loss from equity accounted investments, net of tax (1,259) (683) (1,942)
Fair value adjustments to derivative financial liabilities hedge, net of tax (1,987) (1,987)
TOTAL OTHER COMPREHENSIVE LOSS (1,259) (2,670) (3,929)
TOTAL COMPREHENSIVE INCOME (LOSS) $
(3,509) $
(19,749) $ 1,601 $ (21,657)

SEGMENTED RESULTS OF OPERATIONS — NINE MONTHS ENDED SEPTEMBER 30, 2023

Recurring
Development income Other⁽¹⁾ Total
INCOME
Lending portfolio interest income and lender fees $
— $
— $ 1,309$ 1,309
Income properties revenue 13,149 13,149
Share of income (loss) from equity accounted investments 2,640 (6,205) (3,565)
TOTAL INCOME 2,640 6,944 1,309 10,893
EXPENSES
Income properties, operating (7,072) (7,072)
Interest expense (1,066) (7,029) (4,079) (12,174)
General and administrative (5,536) (5,536)
TOTAL EXPENSES (1,066) (14,101) (9,615) (24,782)
Fair value adjustments to income properties (20,373) (20,373)
OPERATING INCOME (LOSS) 1,574 (27,530) (8,306) (34,262)
Interest and other income 71 524 595
Fair value adjustments to financial instruments 447 447
EARNINGS (LOSS) BEFORE INCOME TAX RECOVERY (EXPENSE) 1,574 (27,459) (7,335) (33,220)
INCOME TAX RECOVERY (EXPENSE)
Current income tax expense (1) (1)
Deferred income tax recovery 8,783 8,783
TOTAL INCOME TAX RECOVERY 8,782 8,782
NET INCOME (LOSS) $
1,574 $
(27,459) $ 1,447 $ (24,438)
OTHER COMPREHENSIVE INCOME
Share of other comprehensive income from equity accounted investments, net of tax 2,301 1,033 3,334
Fair value adjustment to derivative financial liabilities hedges, net of tax 4,100 4,100
TOTAL OTHER COMPREHENSIVE INCOME 2,301 5,133 7,434
TOTAL COMPREHENSIVE INCOME (LOSS) $
3,875 $
(22,326) $ 1,447 $ (17,004)

(1) Includes other Trust amounts not specifically related to the segments.

Dream Impact Trust 2024 Third Quarter | 5

TOTAL INCOME (LOSS)

Total income for the three months ended September 30, 2024 was $0.1 million compared to $1.9 million in the prior year. The decrease was primarily a result of fair value adjustments and interest expense on the Trust's income properties which transferred to recurring income at the end of 2023. Partially offsetting this were earnings from NOI on these income properties.

Total loss for the nine months ended September 30, 2024 was $1.4 million compared to total income of $10.9 million in the prior year. The decrease in earnings was driven by the aforementioned, in addition to the loss on the sale of 100 Steeles earlier in the year, partially offset by occupancy income from the first two condominium buildings occupied at Brightwater.

TOTAL EXPENSES

Total expenses for the three and nine months ended September 30, 2024 were $8.2 million and $24.4 million compared to $8.2 million and $24.8 million from the prior year, respectively. The decrease in total expenses for the nine months ended September 30, 2024, was driven by a reduced asset management fee partially offset by the deferred compensation expense, as a result of fluctuations in the Trust's unit price.

Dream Impact Trust 2024 Third Quarter | 6

1.4 SUMMARY OF PORTFOLIO ASSETS

The following table includes supplementary information on certain assets in our portfolio as at September 30, 2024. Please refer to Section 10.1, "Summary of Impact Investments" of this MD&A for additional information on certain of these investments in our development and recurring income segments.

RECURRING INCOME SEGMENT

Project/property Dream
Impact Trust
ownership
Accounting treatment
Total
residential
units
Residential
GFA(1)
(at 100%)
In-place/
committed
residential
occupancy
Total
commercial
and retail
GLA(2)
(at 100%)
In-place/
committed
commercial
occupancy
Total
residential
units
Residential
GFA(1)
(at 100%)
In-place/
committed
residential
occupancy
Total
commercial
and retail
GLA(2)
(at 100%)
In-place/
committed
commercial
occupancy
Downtown Toronto & GTA:
Commercial:
Sussex Centre
49 Ontario Street(3)
68-70 Claremont Street
76 Stafford Street
Berkeley properties(3), (4)
34 Madison
Brightwater retail
Plaza Imperial
Plaza Bathurst
Multi-Family Rental:
Weston Common
Robinwood Portfolio
70 Park
262 Jarvis
786 Southwood
111 Cosburn
Maple House at Canary Landing
IVY Rentals
50.1%
Joint operation
100.0%
Consolidated
100.0%
Consolidated
100.0%
Consolidated
100.0%
Consolidated
40.0%
Equity accounted
23.3%
Equity accounted
40.0%
Equity accounted
40.0%
Equity accounted
33.3%
Equity accounted
33.3%
Equity accounted
50.0%
Equity accounted
33.3%
Equity accounted
50.0%
Equity accounted
50.0%
Equity accounted
25.0%
Equity accounted
75.0%
Equity accounted



655,000
69.5 %

TBD

88,000
87.7 %



30,000
100.0 %



25,000
— %



14,000
39.8 %



8,000
100.0 %



98,000
56.6 %



35,000
84.6 %



24,000
100.0 %
841
692,000
96.9 %
52,000
98.5 %
286
156,000
93.5 %


210
257,000
97.6 %


71
35,000
94.4 %


24
37,000
100.0 %


23
14,000
100.0 %


770
624,000
74.4 %
4,000

12
10,000
66.7 %

Total Downtown Toronto & GTA 2,237 1,825,000
88.6 % 1,033,000
71.3 %
Zibi (Ottawa/Gatineau):
Commercial:
Natural Sciences Building
15 Rue Jos-Montferrand
310 Miwate Private
Multi-Family Rental:
Aalto Suites
Aalto II
Other:
Zibi Community Utility
50.0%
Equity accounted
50.0%
Equity accounted
50.0%
Equity accounted
50.0%
Equity accounted
50.0%
Equity accounted
20.0%
Equity accounted






162
135,000
148
127,000



186,000
93.4 %


53,000
81.2 %


33,000
100.0 %

88.0 %
1,000


76.4 %
4,000




Total Zibi (Ottawa/Gatineau) 310
262,000

82.4 %
277,000
91.8 %
Total projects in the recurring income segment 2,547 2,087,000
87.9 % 1,310,000
75.3 %

(1) Residential gross floor area ("GFA").

(2) Gross leasable area ("GLA").

(3) Identified with redevelopment potential. Asset is currently occupied with tenants paying rental income. The above statistics do not reflect approved rezoning density.

(4) The Berkeley properties are a land assembly adjacent to 49 Ontario Street and part of the asset's longer-term development plan.

Dream Impact Trust 2024 Third Quarter | 7

DEVELOPMENT SEGMENT

Project/property
Property
type
Dream
Impact Trust
ownership
Status/type
Total
residential
units at
completion
(at 100%)(1)



Residential
GFA(2)
(at 100%)
Total
commercial
and retail
GLA(2)
(at 100%)
Occupancy
date



Residential
GFA(2)
(at 100%)
Total
commercial
and retail
GLA(2)
(at 100%)
Occupancy
date
Development segment
Downtown Toronto & GTA:
Brightwater Towns
Build to sell
Birch House at Canary Landing
Various
The Mason (Brightwater)
Build to sell
Cherry House at Canary Landing
Build to hold
Bridge House (Brightwater)
Build to sell
Brightwater future blocks
Build to sell
Forma - East Tower
Build to sell
Quayside(4)
Various
Forma - West Tower
Build to sell
Victory Silos
TBD
West Don Lands Block 20
Build to hold
Scarborough Junction
Build to sell
673 Warden
Build to sell
Seaton
Build to sell
23.3%
Under construction
25.0%
Under construction
23.3%
Under construction
25.0%
Under construction
23.3%
Planning
23.3%
Planning
25.0%
Under construction
12.5%
Planning
25.0%
Planning
37.5%
Planning
25.0%
Planning
45.0%
Planning
2.5%
Planning
7.0%
Planning
106
237,000

2024
444(3)
335,000
26,000
2024
158
128,000
5,000
2025
855
811,000
32,000
2025
484
392,000

2028
1,952 2,441,000
257,000
2025-2032
864
590,000
1,000
2028
4,600 3,220,000
240,000
2031-2035
1,170
885,000
223,000
2035
1,500 1,200,000
100,000
TBD
653
571,000
255,000
TBD
6,619 5,270,000
165,000
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
Total Downtown Toronto & GTA 19,405 16,080,000 1,304,000
Zibi (Ottawa/Gatineau):
Block 206
Build to hold
Block 207
Build to hold
Future blocks
Various
Other (Ottawa/Gatineau):
Dream LeBreton(5)
Build to hold
50.0%
In occupancy/under construction
50.0%
Under construction
50.0%
Planning
33.3%
Under construction
188

1,978
608

196,000


1,292,000

410,000

11,000
2024

76,000
2024
1,891,000
TBD

26,000
2027
Total Ottawa/Gatineau 2,774 1,898,000 2,004,000
Total projects in the development and investment holdings segment 22,179 17,978,000 3,308,000

(1) Residential units and GLA are at 100% project level and include planned units and GLA, which are subject to change pending various development approvals. Planned residential units may be developed as condominium units or purpose-built rentals as supported by market demand, targeted studies and return objectives. For projects currently in occupancy, residential units reflect remaining units in inventory to be occupied in future periods.

(2) Total commercial and retail GLA and GFA, include planned GLA and GFA, which are subject to change pending various development approvals.

(3) This figure includes 238 rental units, which the Trust considers build to hold, as well as a 206-unit condo building invested in by Dream.

(4) Of the 4,600 units, 869 units will not be held by the Trust for the long term. These stats reflect the full 12 acre site build-out and are subject to change.

(5) Of the 608 units, 133 units are expected to be owned by a not-for-profit.

Dream Impact Trust 2024 Third Quarter | 8

2. REPORTABLE OPERATING SEGMENTS RESULTS OF OPERATIONS 2.1 RECURRING INCOME

The Trust holds a direct investment in 9 income properties across the GTA, as well as indirect investments in commercial, retail, and multi-family rental properties held through various joint venture partnerships. In aggregate, the Trust's portfolio is comprised of 1.3 million sf of commercial and retail GLA, and 2,547 multi-family rental units (at 100% asset level ownership). Of these rental units, over 25% were designated as affordable as at September 30, 2024.

A summary of the recurring income segment results is as follows:

Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Net loss – income properties(1)
Share of loss from equity accounted investments ("EAI") – recurring income
$
(2,760)$ (10,414)$
(4,591)$ (21,254)
(4,200)
(6,684)
(12,488)
(6,205)
Net loss – recurring income $
(6,960)$ (17,098)$
(17,079)$ (27,459)

(1) Net income (loss) – income properties is a supplementary financial measure. Please refer to the "Specified Financial Measures and Other Disclosures" section of this MD&A. Net income (loss) – income properties is not a standardized financial measure under IFRS Accounting Standards and might not be comparable to similar measures disclosed by other issuers.

During the three months ended September 30, 2024, the Trust's recurring income segment generated a net loss of $7.0 million compared to $17.1 million in the prior year. Net fair value losses of $4.9 million were recognized in the period, driven by discount and cap rate expansion on a commercial property in Ottawa, partially offset by gains at Aalto Suites, Aalto II and Maple House at Canary Landing due to leasing progress. In addition, earnings for the period included $0.9 million in transaction costs related to the sale of 10 Lower Spadina and 349 Carlaw. Fair value adjustments were not directly comparable to prior year.

During the three and nine months ended September 30, 2024, the Trust completed the sale of 10 Lower Spadina and 349 Carlaw for net proceeds of $30.1 million, net of transaction costs and working capital adjustments. A portion of the proceeds from the sale were used to repay the credit facility, with the remaining to be primarily used for ongoing operating costs and capital spend. The Trust continues to progress on partnership and financing discussions for the 49 Ontario Street redevelopment with such financing discussions expected to be finalized by the end of the year.

During the nine months ended September 30, 2024, the Trust's recurring income segment generated a net loss of $17.1 million compared to $27.5 million in the prior year. In addition to the aforementioned factors, included in the current year-todate results were fair value losses recognized on the disposition of 10 Lower Spadina, 349 Carlaw and the Trust's interest in 100 Steeles, partially offset by an early lease termination fee on a co-owned income property in the GTA.

MULTI-FAMILY RENTAL

The Trust's multi-family rental portfolio is comprised of 2,547 market and affordable rental units across the GTA and Ottawa/ Gatineau.

Operating statistics for the multi-family rental properties are as follows:

As at September 30, 2024 December 31, 2023 September 30, 2023
Total multi-family rental portfolio
Total number of units (at 100% project level)(1) 2,547 2,534 1,616
Number of affordable units (at 100% project level)(1)(2) 649 642 413
Same property occupancy rate (period-end) — in-place and committed(3) 95.4 % 94.5 % 97.0 %
Occupancy rate (period-end) — in-place and committed(1) 87.9 % 71.2 % 97.1 %
Occupied average monthly rent — units at market(1)(4)(5) $ 2,105 $ 2,084 $ 1,680
Occupied average monthly rent — total(1)(5) $ 1,953 $ 1,864 $ 1,620

(1) This includes multi-family rental buildings in the lease-up period.

(2) In line with certain government programs' affordability definition that each project is governed by.

(3) Excludes properties acquired or transferred into the recurring income segment in 2024 and 2023.

(4) Excludes units designated as affordable.

(5) Calculated based on actual rent for units occupied at period-end.

Based on the Trust's current development pipeline, we have an additional 1,889 residential units that are expected to be completed by the end of 2027, which will contribute to recurring income as they come online, as summarized below.

Dream Impact Trust 2024 Third Quarter | 9

Location Market units Affordable units(1) Market units Affordable units(1) Total units GFA (sf) Occupancy date
Birch House at Canary Landing Toronto 238 238 182,000
2024
Zibi Block 206 Ottawa 188 188 196,000
2024
Cherry House at Canary Landing Toronto 598 257 855 811,000
2025
Dream LeBreton Ottawa 357 251 608 410,000
2027
Total units added over four years (at 100%) 1,381 508 1,889 1,599,000
Balance, September 30, 2024 1,898 649 2,547 2,087,000
Pro-forma balance, December 31, 2027 3,279 1,157 4,436 3,686,000

(1) In line with certain government programs' affordability definition that each project is governed by.

Over the course of the three months ended September 30, 2024, construction continued to progress well at Birch House (238 multi-family units) and Cherry House (855 multi-family units) at Canary Landing in downtown Toronto. Leasing of units at Birch House launched in September and first occupancies are anticipated in the fourth quarter of 2024. Based on current construction timelines, we anticipate leasing at Cherry House to launch by the second half of 2025. The Trust has a 25% interest in the Canary Landing rental buildings.

Leasing continues to steadily progress at Aalto II and Maple House at Canary Landing which generated NOI of $0.3 million for the Trust in the three months ended September 30, 2024. As at September 30, 2024, in-place and committed occupancy was 76.4% at Aalto II and 74.4% at Maple House at Canary Landing. NOI contribution from these assets will continue to increase as the assets achieve stabilization, anticipated by the end of 2025. In addition, Zibi Block 206 is in lease-up and is 50% leased as at September 30, 2024. The asset is expected to be transferred to the Trust's recurring income segment by early 2025.

The results of the Trust's multi-family rental portfolio are as follows:

Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
NOI – multi-family rental(1) $
2,044$ 1,452
$
5,202$ 4,642
Same property NOI(1)(2) $
1,702$ 1,435
$
4,628$ 4,604

(1) NOI – multi-family rental and same property NOI are supplementary financial measures. Please refer to the "Specified Financial Measures and Other Disclosures" section of this MD&A. NOI – multi-family rental and same property NOI are not standardized financial measures under IFRS Accounting Standards and might not be comparable to similar measures disclosed by other issuers.

(2) Excludes properties acquired or transferred into the recurring income segment in 2024 and 2023. Properties completed or acquired subsequent to December 31, 2022 are not included in this supplementary financial measure.

During the three months ended September 30, 2024, same property NOI was $1.7 million compared to $1.4 million in the prior year driven by higher monthly rents, lower operating expenses and a reversal of bad debt expense provided for earlier in the year. Same property NOI during the nine months ended September 30, 2024, was $4.6 million, comparable to the prior year.

Debt from the Trust's multi-family portfolio carries a weighted average term of 4.9 years at a weighted average interest rate of 2.7%.

COMMERCIAL

The Trust's commercial portfolio is composed of 1.3 million sf of GLA across the GTA and Ottawa/Gatineau.

The results of the Trust's commercial properties are as follows:

The results of the Trust's commercial properties are as follows:
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
NOI – income properties(1)
NOI – commercial income properties included in equity accounted
investments ("EAI")(1)
$
1,560$ 2,057
$
7,165$ 6,077
609
682
2,045
2,147
NOI – commercial properties(1)(2) $
2,169$ 2,739
$
9,210$ 8,224

(1) NOI – income properties is a non-GAAP financial measure, NOI – commercial income properties included in EAI and NOI – commercial properties are supplementary financial measures. Please refer to the "Specified Financial Measures and Other Disclosures" section of this MD&A. NOI – income properties, NOI – commercial income properties included in EAI, and NOI – commercial properties are not standardized financial measures under IFRS Accounting Standards and might not be comparable to similar measures disclosed by other issuers.

(2) Excluding commercial properties sold and transferred into recurring income in 2024 and 2023, NOI — commercial properties for the three and nine months ended September 30, 2024 was $1.8 million and $7.8 million (three and nine months ended September 30, 2023 — $2.2 million and $6.6 million).

During the three months ended September 30, 2024, NOI from commercial properties was $2.2 million compared to $2.7 million in the prior year. The decrease in NOI was driven by lease terminations in specific office properties, in addition to the sale of 10 Lower Spadina and 349 Carlaw which closed mid-quarter. Partially offsetting this was NOI contribution from the occupancy of the anchor tenant at 68-70 Claremont earlier in the year.

Dream Impact Trust 2024 Third Quarter | 10

During the nine months ended September 30, 2024, NOI from commercial properties was $9.2 million compared to $8.2 million in the prior year, an increase as a result of an early lease termination fee recognized earlier in the year, partially offset by the sale of the Trust's interest in 100 Steeles and the aforementioned lease termination and income property sales.

Operating statistics for the commercial income properties portfolio are as follows:

September 30, June 30, December 31,
As at 2024 2024 2023
Total commercial income properties portfolio, including those held as equity
accounted investments
Number of properties(1) 16 17 17
Owned GLA (in millions of sf) 0.7 0.7 0.8
Occupancy rate (period-end) - including committed 75.6 % 82.2 % 82.1 %
Occupancy rate (period-end) - in-place 72.9 % 79.2 % 79.8 %
Average tenant size (in sf) 10,489 9,856 7,773
Average in-place and committed base rent per sf (period-end) $ 21.79 $ 22.81 $ 23.05
Weighted average remaining lease term (years) 7.7 7.0 6.8

(1) Includes five properties acquired as part of the Berkeley land assembly slated for redevelopment as part of the 49 Ontario Street site.

As at September 30, 2024, in-place and committed occupancy rates decreased to 75.6% from 82.1% at December 31, 2023. The decrease in occupancy is driven by a 39,000 sf lease expiry in the Trust's co-owned commercial property, the sale of the Trust's interest in 10 Lower Spadina and 349 Carlaw, and the expiration of the anchor tenant at Stafford earlier in the year. Partially offsetting this is the transfer of 98,000 sf of retail at Brightwater to recurring income, and the occupancy of the anchor tenant at 68-70 Claremont.

2.2 DEVELOPMENT

As of September 30, 2024, the Trust's development segment was comprised of best-in-class development projects representing approximately 22,000 residential units and over 3.3 million sf of commercial and retail GLA (approximately 7,000 units and over 1.3 million sf at the Trust's share).

The majority of the Trust’s development assets are located in the GTA and Ottawa, are in various planning and construction phases, and classified as equity accounted investments. The carrying value of these investments as at September 30, 2024 was $230.9 million (December 31, 2023 – $241.9 million). These equity accounted investments are typically held at cost and are expected to contribute meaningfully to the Trust’s earnings in future periods as properties are developed and completed. Fair value adjustments may be recorded on an individual investment level as a result of certain factors, such as terms of a construction contract, stage of completion, location, type and quality of the property, current market rents for similar properties, reliability of cash inflows after completion, development risks specific to the property, past experience with similar constructions, status of approvals and/or permits, estimated costs to complete, and market conditions.

Our developments are expected to provide attractive profits upon their respective completion dates and are expected to contribute to increased value for unitholders over the longer term.

A summary of the development segment results is below:

Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Net income (loss) – development(1)
Share of income (loss) from equity accounted investments – development
$
(507)$ (464)$
1,264$ (1,066)
464
3,609
(3,514)
2,640
Total net income (loss) – development $
(43)$ 3,145
$
(2,250)$ 1,574

(1) Includes interest expense on developments.

During the three months ended September 30, 2024, the development segment reported a nominal net loss compared to income of $3.1 million in the prior year. Prior year results included a fair value gain on Maple House at Canary Landing as the building achieved leasing milestones in the latter half of 2023 prior to its transfer to the recurring income segment.

During the nine months ended September 30, 2024, the development segment reported a net loss of $2.3 million compared to income of $1.6 million in the prior year. The fluctuation in earnings from the development segment was primarily driven by timing of interest expense incurred and fair value fluctuations on completed developments, including Brightwater and IVY Condos. Partially offsetting this were fair value gains recognized on Maple House at Canary Landing and a gain on the sale of a non-core investment to DAM earlier in the year.

Dream Impact Trust 2024 Third Quarter | 11

In October 2024, the construction loan for Brightwater I and II was repaid using closing proceeds from units occupied. Subsequent to September 30, 2024, occupancies at Brightwater Towns (106 units) commenced. The building is 98% sold and expected to close by mid 2025. Construction continues at the Mason (158 units) which is expected to occupy in the first half of 2025.

During the three months ended September 30, 2024, the Trust transferred 98,000 sf of retail from Brightwater Phase I into the recurring income segment. As of November 1, 2024, approximately 52,000 sf of retail and commercial tenants have occupied, including LCBO, Farm Boy, Rexall, and BMO, with a further 3,000 sf expected to take possession by mid-2025.

Income from this segment will fluctuate period-to-period and not contribute meaningfully to earnings until development milestones are achieved and/or project inventory is available for occupancy.

DEVELOPMENT PIPELINE

As our development projects progress towards completion and achieve various milestones, the Trust expects an increase in income and cash flows from this segment over time. Additionally, certain projects that are held by the Trust for the longer term, such as commercial or multi-family rental buildings, will be transferred to the recurring income segment, generating stabilized income for the Trust. For additional details, refer to Section 1.4, "Summary of Portfolio Assets".

Over the next four-year period, an additional 3,500 residential units and 0.2 million sf of retail and commercial space is expected to be completed (at the 100% project level). This includes approximately 1,900 rental units expected to be completed, as well as build-to-sell residential assets, such as active development blocks at Brightwater.

SUMMARY OF DEVELOPMENT PARTNERS

As a result of our partners and relationships, the Trust has access to unparalleled investment opportunities across North America.

The table below provides an overview of some of the Trust's key partners within its development/redevelopment investments:

Project Partners Partner
since
Quayside
Dream LeBreton
BlackTusk Partnership
Scarborough Junction
Birch House at Canary Landing(1)
Dream Impact Fund, Great Gulf
Dream Unlimited, Dream Impact Fund
Dream Impact Fund, BlackTusk Group
Harlo Capital, Republic Developments
Canary Landing(1)(2)
Dream Unlimited, Kilmer Van Nostrand Co. Ltd., Tricon Residential Inc.
2018
Seaton
Fieldgate Homes, Mattamy Homes, Paradise Developments, TACC Construction Ltd.
2018
Forma
Dream Unlimited, Great Gulf Residential, Westdale Construction Co. Ltd.
2017
Zibi(1)
Dream Unlimited
2017
Brightwater
Dream Unlimited, Kilmer Van Nostrand Co. Ltd., Diamond Corp., FRAM + Slokker
2017
Victory Silos
Dream Unlimited, Great Gulf
2016

(1) Dream Unlimited's share of Birch House, Cherry House and Maple House at Canary Landing and the Natural Sciences Building at Zibi development was acquired by Dream Impact Fund. Dream Unlimited has a 38.58% interest in Dream Impact Fund as at September 30, 2024, with the residual interests held by third parties.

(2) The Canary Landing investment includes Maple House and Cherry House at Canary Landing, and West Don Lands Block 20.

Dream Impact Trust 2024 Third Quarter | 12

2.3 OTHER

GENERAL AND ADMINISTRATIVE EXPENSES

During the three months ended September 30, 2024, general and administrative expenses were $1.8 million compared to $1.7 million in the prior year. The slight increase was driven by the impact of non-cash items, specifically deferred compensation expense and asset management fees which are valued using the Trust's unit price and fluctuate period-toperiod ($4.11 per unit as at September 30, 2024, $3.46 per unit as at June 30, 2024). During the nine months ended September 30, 2024, unitholders approved the amended management agreement with DAM to settle with a fixed number of units of the Trust in 2024, with extension options available annually through 2026. For further details, refer to section 2.4 "Related Party Transactions", under the heading "Dream Asset Management".

For similar reasons, during the nine months ended September 30, 2024, general and administrative expenses were $4.7 million compared to $5.5 million in the prior year, a decrease of $0.8 million driven by the fluctuation in the unit price.

INTEREST AND OTHER INCOME

During the three months ended September 30, 2024, interest and other income was $0.1 million, comparable to the prior year.

During the nine months ended September 30, 2024, interest and other income was $5.8 million compared to $0.6 million in the prior year. The increase was driven by the sale of our interest in certain passive investments, which included Queen and Mutual and the Virgin Hotels Las Vegas ("U.S. hotel"). The Trust recognized recoveries for aggregate cash proceeds of $2.8 million related to the U.S. hotel earlier in the year.

INCOME TAX EXPENSE (RECOVERY)

During the three months ended September 30, 2024, the Trust recorded an income tax recovery of $2.5 million compared to $3.8 million in the prior year. For the nine months ended September 30, 2024, the Trust recorded an income tax recovery of $7.1 million compared to $8.8 million in the prior year. The fluctuation from period-to-period was driven by the composition of earnings.

Due to the Trust’s diversified asset mix and active asset management strategy, we expect some degree of variability in current and deferred income tax expense recognized in each period through the condensed consolidated statements of comprehensive income (loss) resulting in an income tax expense (recovery) position. The Trust intends to actively manage the portfolio in a tax-efficient manner.

We are subject to income taxes both federally and provincially in Canada and in the United States. Judgments and estimates are required in the determination of the Trust's tax balances. Our income tax expense/recovery and deferred tax liabilities/ assets reflect management's best estimate of current and future taxes to be paid/recovered. The Trust is subject to tax audits from various government and regulatory agencies on an ongoing basis. As a result, from time to time, taxing authorities may disagree with the interpretation and application of tax laws taken by the Trust in its tax filings.

TAX ATTRIBUTES

INCOME PROPERTIES

We deduct mortgage interest and available tax depreciation on our buildings from our Canadian income properties that generate taxable net operating income. These deductions contribute to the overall tax efficiency of our structure and the tax depreciation helps provide the Trust with tax-sheltered cash flow. Any change in the fair value of income properties is not recognized in the determination of current taxes until the sale of the asset.

2.4 RELATED PARTY TRANSACTIONS

From time to time, the Trust and its subsidiaries enter into transactions with related parties that are contracted under commercial terms. DAM, which is a wholly owned subsidiary of Dream Unlimited, is the Asset Manager and is a related party that provides management personnel services to the Trust under the terms of the Management Agreement, as defined below.

Dream Impact Trust 2024 Third Quarter | 13

DREAM ASSET MANAGEMENT

ASSET MANAGEMENT AGREEMENT

On July 8, 2014, the Trust entered into a management agreement (as amended from time to time, the "Management Agreement") with DAM, pursuant to which DAM provides a broad range of asset management services to the Trust for a base annual management fee, acquisition/origination fee and disposition fee.

In addition, the Trust will compensate DAM for reasonable out-of-pocket costs and expenses incurred in connection with the performance of the management services described in the Management Agreement and the costs and expenses incurred in providing such other services that the Trust and DAM agree to in writing that are to be provided from time to time by DAM.

Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Fees paid/payable by the Trust under the Management Agreement
with DAM:
Base annual management fee
Acquisition/origination fee and disposition fees
Expense recoveries relating to financing arrangements and other
$
478$ 836
$
1,258$ 2,910
82
5
94
72
540
317
1,539
1,289
Total fees under Management Agreement $
1,100$ 1,158
$
2,891$ 4,271
As at September 30, 2024
December 31, 2023
Total payable to DAM $
1,551$ 1,586

During the three and nine months ended September 30, 2024, the Trust issued 137,500 and 398,883 units, respectively, in satisfaction of the management fees payable to DAM under the Management Agreement (three and nine months ended September 30, 2023 — 115,374 and 326,031 units, respectively). Subsequent to September 30, 2024, the Trust settled a further 137,500 units in satisfaction of the management fees payable related to the period. The asset management fee expense was determined based on the number of units settled valued at the period-end unit price.

On June 12, 2024, unitholders authorized an amendment to the Management Agreement to deliver up to 1,800,000 units of the Trust to DAM, in satisfaction of the base management fees and acquisition fees payable under the Management Agreement of the Trust for the period from January 1, 2024 to December 31, 2026, assuming the valid exercise of all exercise options. The amendment stipulates that 550,000 units be issued during the 2024 calendar year (137,500 units per quarter).

By satisfying certain management fees payable under the Management Agreement in units, the cash requirements of the Trust will be reduced. Since the commencement of the Management Agreement on April 1, 2019, the Trust has saved over $35 million, based on the actual units settled valued at the unit price on date of settlement.

DEVELOPMENT FEES

The Trust has entered into various project-level development management agreements with DAM, and its third-party codevelopers where applicable, in which the Trust has equity ownership interests. Pursuant to these agreements, DAM provides development management services to the project. The corresponding development management fees are shared among the partners within each development.

Under these agreements, during the three and nine months ended September 30, 2024, fees of $1.9 million and $2.9 million were incurred by the projects at the Trust's share (three and nine months ended September 30, 2023 – $0.9 million and $2.6 million) of which $2.5 million was owed to DAM as of September 30, 2024 (December 31, 2023 – $1.6 million).

Additionally, effective January 1, 2018, the Trust entered into a framework agreement (the "Framework Agreement") with DAM with respect to their management of development investments. During the three and nine months ended September 30, 2024, $0.2 million and $0.6 million in development fees were incurred in accordance with the Framework Agreement (three and nine months ended September 30, 2023 – $0.2 million and $0.5 million).

OTHER TRANSACTIONS

During the nine months ended September 30, 2024, the Trust sold its 9% interest in the Queen and Mutual Street development to DAM for cash proceeds of $3.7 million. The Trust recognized a gain on the sale of $2.8 million, excluding transaction costs, included in interest and other income. Refer to the "Other-Interest and Other Income" section of this MD&A.

Dream Impact Trust 2024 Third Quarter | 14

DREAM OFFICE REAL ESTATE INVESTMENT TRUST ("DREAM OFFICE REIT")

PROPERTY MANAGEMENT AGREEMENTS

The Trust's wholly owned and co-owned office properties are managed by Dream Office Management Corporation ("DOMC"). DOMC is owned by Dream Office REIT.

SERVICES AGREEMENT

The Trust entered into a services agreement ("Service Agreement") with DOMC on July 8, 2014. Pursuant to the Service Agreement, DOMC provides administrative and support services, including the use of office space, office equipment, communication services and computer systems, and the provision of personnel in connection with accounts payable, human resources, taxation, and other services. DOMC receives a monthly fee sufficient to reimburse it for the expenses incurred in providing these services.

Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Fees incurred pursuant to the property management agreements
Fees incurred pursuant to the Service Agreement
$
613$ 632
$
1,891$ 1,918
230
233
760
708
Total fees incurred to DOMC $
843$ 865
$
2,651$ 2,626
As at September 30, 2024
December 31, 2023
Total (receivable) payable to DOMC for property management agreements $
29$ (56)
Total payable to DOMC for Service Agreement $
70$ 62

3. DISTRIBUTION MEASURES

Over the last few years, the Trust anticipated that actual distributions paid and payable may differ from cash generated from (utilized in) operating activities. This difference is driven by a number of factors, including the impact of leasing incentives and initial direct leasing costs, which can fluctuate with lease maturities, renewal terms and the type of asset being leased; changes in non-cash working capital; and the longer-term nature and investment return profile of our developments, which are held as equity accounted investments.

The distributions over operating cash flows and/or net income are considered a return of capital. These cash flows are relevant in the determination of distributions, as cash flows relating to a development project will ultimately be received upon project completion. The Trust considers these factors among others in evaluating its distribution policy as well as its assessment of cash generated from operating activities over the longer term.

As required by National Policy 41-201, "Income Trusts and Other Indirect Offerings", the following tables outline the differences between cash generated from (utilized in) operating activities and total distributions paid and payable and cash distributions in accordance with the guidelines:

Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Cash utilized in operating activities
Total distributions paid and payable
Cash distributions paid and payable(1)
$
(5,490)$ (3,396)$
(10,568)$ (15,690)

2,763
944
9,559

1,789
586
6,368
Shortfall of cash utilized over total distributions paid and payable
Shortfall of cash utilized over cash distributions paid and payable
n/a $ (6,159)$
(11,512)$ (25,249)
n/a $ (5,185)$
(11,154)$ (22,058)

(1) Excludes distributions reinvested in the Trust's distribution reinvestment and unit purchase plan ("DRIP").

Effective February 12, 2024, the Board suspended the Trust’s monthly distributions and distribution reinvestment and purchase plan. The last distribution declared prior to the suspension was paid on February 15, 2024.

For the nine months ended September 30, 2024, cash utilized in operating activities exceeded distributions paid and payable by $11.5 million (three and nine months ended September 30, 2023 – distributions paid and payable exceeded cash utilized in operating activities by $6.2 million and $25.2 million ).

Over the longer term once development assets are completed and contribute to our recurring income segment, we would expect cash generated from (utilized in) operations to increase and stabilize at which time the Trust will reassess its distribution policy.

The following table summarizes net income and total distributions paid and payable and cash distributions paid for the periods indicated:

Dream Impact Trust 2024 Third Quarter | 15

Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Net income (loss)
Total distributions paid and payable
Cash distributions paid and payable(1)
(7,550)
(12,418)
(17,728)
(24,438)
n/a
2,763
944
9,559
n/a
1,789
586
6,368
Shortfall of net loss over total distributions paid and payable
Shortfall of net loss over cash distributions paid and payable
n/a
(15,181)
(18,672)
(33,997)
n/a
(14,207)
(18,314)
(30,806)

(1) Excludes distributions reinvested in the DRIP.

For the nine months ended September 30, 2024, distributions paid and payable exceeded net loss by $18.7 million (three and nine months ended September 30, 2023 – distributions paid and payable exceeded net loss by $15.2 million and $34.0 million).

Certain assets and liabilities are recognized at fair value in the condensed consolidated financial statements. Unrealized fair value adjustments and other non-cash items are included in net income and can fluctuate from period-to-period. The total unrealized fair value adjustments and other non-cash items included in net income in the condensed consolidated financial statements for the periods indicated are summarized in the following table:

Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Total adjustments to fair values and other non-cash items included in net
income (loss)(1)
$
2,754$ 9,615
$
13,146$ 16,084

(1) Total adjustments to fair values and other non-cash items included in net income (loss) is a supplementary financial measure. Please refer to the "Specified Financial Measures and Other Disclosures" section of this MD&A. Total adjustments to fair values and other non-cash items included in net income (loss) is a supplementary financial measure, is not a standardized financial measure under IFRS Accounting Standards and might not be comparable to similar measures disclosed by other issuers.

Historically, the Trust used its cash-on-hand and undrawn capacity on its credit facility as a source of funding for payment of the distribution. As at September 30, 2024, the Trust does not have borrowing capacity under its credit facility, as the collateralized assets under the facility were sold in the period. The Trust's total liquidity position is favourable and overall indebtedness of the Trust has been reduced. Refer to section 4, "Capital Resources and Liquidity" of this MD&A.

Our distribution reinvestment and unit purchase plan ("DRIP") entitled unitholders to reinvest all cash distributions into additional units. Of the distributions paid and payable for the nine months ended September 30, 2024, $0.7 million was reinvested into the DRIP. On February 12, 2024, the DRIP was suspended in conjunction with the distribution.

4. CAPITAL RESOURCES AND LIQUIDITY

The Trust’s primary sources of financing are cash generated from operating activities, debt financing and refinancing. Our primary uses of capital include: investments in developments, commercial properties and multi-family rental buildings, debt principal repayments, interest payments, costs of attracting and retaining tenants, recurring property maintenance and major property improvements. It is the Trust's objective to meet all our ongoing obligations with current cash, cash flows generated from operating activities, including profit from build-for-sale assets, cash from maturing lending portfolio investments, and cash from financing and refinancing activities.

SUMMARY OF TOTAL DEBT

Total debt relates to mortgages payable on the Trust's consolidated income properties, a promissory note payable and the convertible debentures as further disclosed below. The increase of $1.8 million since December 31, 2023 was primarily related to drawings on the promissory note. The promissory note is related to the Victory Silos refinancing and is presented as a current liability as it is due on demand.

Dream Impact Trust 2024 Third Quarter | 16

September 30, December 31,
As at 2024 2023
Mortgages payable $ 172,380$ 172,615
Convertible debentures payable 70,000 70,000
Promissory note 31,950 30,450
Total debt payable $ 274,330$ 273,065
Unamortized discount on host instrument of convertible debentures (620) (820)
Conversion feature 7
Unamortized balance of deferred financing costs (1,821) (2,196)
Total debt $ 271,889$ 270,056

We use the following cash flow performance and debt level indicators to assess our ability to meet or refinance our debt obligations:

obligations:
September 30, December 31,
As at 2024 2023
Total debt
Weighted average face rate of interest (period-end) 5.5 % 5.5 %
Weighted average effective interest rate (period-end)⁽¹⁾ 5.7 % 5.6 %
Debt due within one year $ 31,950 $ 30,450
Total debt payable(2) 274,330 273,065
Debt-to-asset value(2) 39.7 % 38.6 %
Debt – average term to maturity (years) 2.16 2.51
Proportion of fixed debt to total debt 100.0 % 100.0 %
Total debt, inclusive of equity accounted investments
Weighted average effective interest rate (period-end), including equity accounted investments 5.2 % 5.6 %
Total debt inclusive of equity accounted investments (at the Trust's share) 1,138,204 1,090,494
Debt, inclusive of equity accounted investments – average term to maturity (years) 2.94 3.21
Proportion of fixed debt to total debt,inclusive of equityaccounted investments 67.5 % 65.4 %

(1) Weighted average effective interest rate is calculated as the weighted average face rate of interest, net of financing costs of interest-bearing debt, weighted by the size of the respective interest-bearing debt instruments in the portfolio.

(2) Total debt payable is a non-GAAP financial measure and debt-to-asset value is a non-GAAP ratio. Please refer to the "Specified Financial Measures and Other Disclosures" section of this MD&A for further information.

A significant portion of the Trust's debt portfolio, including equity accounted investments, is government affiliated which often carries favourable terms such as reduced discount rates, longer amortization periods and higher leverage ratios. By participating in these programs, it is advantageous to the Trust's financial returns and mitigates the Trust's takeout financing risk upon development completion due to longer maturity terms and non-recourse on stabilization of the asset. For active development projects with traditional construction facilities in place, leverage ratios are typically between 50% and 65%.

As at September 30, 2024, principal repayments and maturity balances on total consolidated debt to be repaid each year are as follows:

Total maturity Total maturity % of total debt Weighted
balance and maturities and Weighted average
Debt maturities(1) principal
repayments
principal
repayments
average interest
rate (face)
effective
interest rate
Total debt payable(2)
2024 31,950(3) 11.6 % 6.4 % 6.4 %
2025 — % — % — %
2026 57,265 20.9 % 4.2 % 4.6 %
2027 185,115 67.5 % 5.8 % 5.8 %
Subtotal before undernoted 274,330 100.0 % 5.5 % 5.7 %
Unamortized discount on host instrument of convertible debentures (620)
Unamortized balance of deferred financing costs (1,821)
Total debt $
271,889

(1) Debt maturities within this table are based on the contractual terms of the debt.

(2) Total debt payable is a non-GAAP financial measure. Please refer to the "Specified Financial Measures and Other Disclosures" section of this MD&A for further information.

(3) Balance relates to a promissory note that is due on demand, which is not expected to be repaid in 12 months. This is a loan of excess cash from one of the Trust's joint ventures.

Dream Impact Trust 2024 Third Quarter | 17

As of September 30, 2024, the Trust's debt profile included $271.9 million of consolidated debt and its proportionate share of debt from equity accounted investments of $866.3 million. Of these amounts, $25.7 million matures in 2024 relating to two passive investments. Extensions for both facilities are in progress.

A further $320.7 million of debt will mature in 2025, down significantly from the prior quarter as $122.3 million of refinancing activity was completed in the period. As of November 1, 2024, the Trust is in active discussions for extensions planned for $195.0 million of 2025 debt maturities. Year-to-date, the Trust completed $100.3 million of construction loan repayments including IVY and Brightwater condos and completed $135.3 million of loan extensions.

The Trust actively manages its debt maturity profile and engages with its lending partners in a proactive manner.

FINANCING ACTIVITY IN THE PERIOD

During the nine months ended September 30, 2024, the Trust, alongside its partners, secured a government affiliated loan for $233 million for a development in Ottawa.

As at September 30, 2024, the demand revolving credit facility ("the facility", "the credit facility") was available to the Trust up to a formula-based maximum of $25.0 million. Effective May 3, 2024, the facility bears interest at the Canadian Overnight Repo Rate Average ("CORRA") rate plus 2.25%, or at the bank's prime rate plus 1.25%. Previously the facility bore interest at the Bankers' Acceptance ("BA") rate plus 2.25%, or at the bank’s prime rate plus 1.25%. The facility matures on April 30, 2025.

As at September 30, 2024, the Trust had $nil funds available to draw under the facility (December 31, 2023 – $16.7 million), net of $0.3 million of letters of credit issued against the facility (December 31, 2023 – $0.3 million) as the Trust sold the income properties which were collateralized under the facility during the period.

CONVERTIBLE DEBENTURES

The principal amount outstanding and the carrying value for the Trust's convertible debentures are as follows:

September 30, December 31,
As at 2024 2023
Convertible debentures Date issued Maturity date Conversion
rate in units(1)
Coupon rate Effective rate Outstanding
principal
Carrying value Carrying value
2022 Debentures Jun 9, 2022 Dec 31, 2027 31.2500 5.75 % 6.02 % $
40,000
$
38,504$

38,165
2021 Debentures Aug3,2021 Jul 31,2026 32.2373 5.50 % 6.20 % 30,000 29,555 29,372

(1) Per $0.001 million principal amount.

During the three and nine months ended September 30, 2024, $1.0 million and $3.0 million of interest expense was incurred (three and nine months ended September 30, 2023 – $1.0 million and $3.0 million) and coupon payments of $0.8 million and $2.8 million were made (three and nine months ended September 30, 2023 – $0.8 million and $2.8 million) related to the convertible debentures.

FINANCIAL COVENANTS

Certain financial guarantees and mortgages on income properties contain financial covenants that require the Trust and/or its subsidiaries to meet certain financial ratios and financial condition tests. A failure to meet these tests could result in default and, if not cured or waived, could result in an acceleration of the repayment in the underlying financing.

As at September 30, 2024, the Trust was in compliance with these financial covenants.

TOTAL EQUITY

As at September 30, 2024, the Trust had 18,110,940 units outstanding and a total unitholders’ equity balance of $408.5 million.

As at
Unitholders' equity
Retained earnings/(deficit)
Accumulated other comprehensive income
Total unitholders' equity
September 30, 2024
December 31, 2023
Number of units
Amount
Number of units
Amount
18,110,940 $
563,945
17,571,967 $ 561,481

(151,962)
(133,290)

(3,463)
466
18,110,940 $
408,520
17,571,967 $ 428,657

The following table summarizes the changes in the outstanding units and unitholders' equity:

Dream Impact Trust 2024 Third Quarter | 18

Units Unitholders' equity Unitholders' equity
As at December 31, 2023 17,571,967 $ 561,481
Units issued pursuant to the DRIP 125,732 710
Deferred units exchanged for Trust units 14,358 57
Units issued as settlement of asset management fees under the Management Agreement 398,883 1,697
Total units outstanding on September 30, 2024 18,110,940 $ 563,945
Units issued as settlement of asset management fees under the Management Agreement 137,500 561
Total units outstanding on November 4, 2024 18,248,440 $ 564,506

The Deferred Unit Incentive Plan ("DUIP") provides for the grant of deferred trust units ("DTUs") to Trustees of the Trust, officers and employees, as well as affiliates, including the Asset Manager. DTUs are granted at the discretion of the Board of Trustees of the Trust and participants are also credited with income deferred trust units based on distributions as they are declared and paid by the Trust. As at September 30, 2024, up to a maximum of 750,000 DTUs were issuable under the DUIP. Distributions on the unvested DTUs are paid in the form of units converted at the market price of the units of the Trust on the date of distribution. As at September 30, 2024, there were 337,752 DTUs and income deferred trust units outstanding (December 31, 2023 – 235,382 units). As at November 4, 2024, 337,752 DTUs and income deferred trust units were outstanding.

DISTRIBUTIONS

The distributable cash flow and amount of monthly distributions to unitholders are determined by the Board of Trustees of the Trust based on distributions received from MPCT LP, net of general and administrative expenses, operating and other expenses, and income tax expenses. As at February 12, 2024, the monthly distribution to unitholders and the Trust's distribution reinvestment and purchase plan were suspended.

As at 2024
2023
2022
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Q4
Annualized distribution amount
Monthly distribution amount
Annualized distribution rate of return⁽¹⁾
$

$ —
$ —
$ 0.640
$ 0.640
$ 0.640
$ 0.640
$ 1.600



0.053
0.053
0.053
0.053
0.133
— %
— %
— %
10.4 %
8.3 %
7.0 %
5.2 %
9.9 %

(1) Annualized distribution rate of return is calculated as the annualized distribution amount divided by the closing price per unit on the TSX at the period-end date of the quarter specified.

UNIT BUYBACK PROGRAM

The following table summarizes the Trust's unitholders' equity activity under its unit buyback program for the periods ended as indicated:

as indicated:
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Units repurchased (number of units)
Total cash consideration

63,147

111,937
$
$ 589
$
$ 1,187

As at November 4, 2024, the Asset Manager, DAM, owns 6.7 million units of the Trust, inclusive of 2.1 million units acquired in satisfaction of asset management fees payable under the Management Agreement and the remainder acquired on the open market for DAM's own account. In aggregate, as at November 4, 2024, DAM owns 36.8% of the Trust's issued and outstanding units.

During the nine months ended September 30, 2024, the Trust renewed its Normal Course Issuer Bid (the "2024 NCIB") for a one-year period, commencing February 1, 2024 to the earlier of January 31, 2025 or the date on which the Trust has purchased the maximum number of units permitted under the bid. Under the 2024 NCIB, the Trust has the ability to purchase for cancellation up to a maximum of 1,135,041 units (representing 10% of the Trust's public float of 11,350,415 units as of January 19, 2024) through the facilities of the TSX. Daily repurchases are limited to 5,360 units, representing 25% of the average daily trading volume of the units on the TSX during the last six calendar months (being 21,441 units per day), other than purchases pursuant to applicable block purchase exceptions. The Trust has renewed its NCIB because it believes that units may become available during the period of the bid at prices that would make the purchase of such units for cancellation in the best interests of the Trust and its unitholders.

During the nine months ended September 30, 2024, in connection with the renewal of the 2024 NCIB, the Trust renewed its automatic securities repurchase plan (the "Plan") in order to facilitate purchases of its units under the 2024 NCIB. The Plan allows for purchases by the Trust of units at any time including, without limitation, times when the Trust would ordinarily not

Dream Impact Trust 2024 Third Quarter | 19

be permitted to make purchases due to regulatory restrictions or self-imposed blackout periods. Purchases will be made by the Trust based upon the parameters prescribed by the TSX and the terms of the parties' written agreement. Outside of such restricted or blackout periods, the units may also be purchased in accordance with management’s discretion. The Plan will terminate on January 31, 2025.

LIQUIDITY

The following table summarizes the Trust's condensed consolidated statements of cash flows for the periods indicated:

Three months ended September 30,
Nine months ended September 30,
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Cash utilized in operating activities $
(5,490)$ (3,396)
25,620
(2,536)
(6,350)
1,367
$
(10,568)$ (15,690)
28,123
(15,176)
94
39,788
Cash generated from (utilized in) investing activities
Cash generated from (utilized in) financing activities

Cash utilized in operating activities for the three months ended September 30, 2024 was $5.5 million compared to $3.4 million in the prior year. The increase in cash utilized was driven by changes in non-cash working capital, partially offset by timing of leasing occupancy.

Cash utilized in operating activities for the nine months ended September 30, 2024 was $10.6 million compared to $15.7 million in the prior year. The decrease in cash utilized was a result of leasing incentives on a select Toronto property incurred at the beginning of the year and repayment of the Zibi promissory note in the prior year.

Cash generated from investing activities in the three months ended September 30, 2024 was $25.6 million compared to cash utilized of $2.5 million from the prior year. Included in the current year were cash proceeds of $31.9 million related to the sale of 10 Lower Spadina and 349 Carlaw, which was partially offset by contributions to the Trust's equity accounted investments.

Cash generated from investing activities in the nine months ended September 30, 2024 was $28.1 million compared to cash utilized of $15.2 million in the prior year. In addition to the aforementioned, the Trust received cash proceeds of $13.4 million related to proceeds from the sale or repayment of non-core legacy investments. Prior year results included the acquisition of Quayside offset by distributions from equity accounted investments.

Cash utilized in financing activities for the three months ended September 30, 2024 was $6.4 million compared to cash generated of $1.4 million in the prior year. Cash generated in financing activities for the nine months ended September 30, 2024 was $0.1 million compared to $39.8 million in the prior year. During the three months ended September 30, 2024, the Trust repaid its $7.0 million outstanding credit facility balance using proceeds from the sale of the income properties. Included in the prior year to date results are net proceeds from the 49 Ontario and Victory Silos refinancing, partially offset by repayments made on the credit facility.

COMMITMENTS AND CONTINGENCIES

Dream Impact and its operating subsidiaries are contingently liable under guarantees that are issued in the normal course of business and with respect to litigation and claims that arise from time to time. In the opinion of the Asset Manager, any liability that may arise from such contingencies would not have a material adverse effect on the condensed consolidated financial statements of the Trust.

OTHER COMMITMENTS

As at September 30, 2024, guarantees on underlying loan amounts of third parties and certain development arrangements were $383.1 million (December 31, 2023 – $366.5 million). Our guarantees include contingent liabilities on our joint venture partners' obligations for certain investments. These exclude our share of the obligations based on our ownership interest in the investment, which is included in equity accounted investments on our condensed consolidated statements of financial position. However, the Trust would have available the joint venture partners’ share of assets to satisfy any obligations that may arise. From time to time, the Trust may be required to fund capital contributions to its various investments.

5. SELECTED QUARTERLY FINANCIAL INFORMATION

The Trust's condensed consolidated financial statements have been prepared in accordance with IFRS Accounting Standards and are presented in Canadian dollars.

Dream Impact Trust 2024 Third Quarter | 20

2024
2023
2022
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Q4
Total income (loss)
Net income (loss)
Net income (loss) per unit(1)
$
107$ (2,480) $ 940 $ (5,406) $ 1,859 $ 5,110 $ 3,924 $ 10,627
(7,550)
(4,756)
(5,422)
(19,706)
(12,418)
(8,663)
(3,357)
(44,863)
(0.42)
(0.27)
(0.31)
(1.13)
(0.72)
(0.51)
(0.20)
(2.69)

(1) Net income (loss) per unit is a supplementary financial measure. Please refer to the "Specified Financial Measures and Other Disclosures" section of this MD&A.

As a result of a large portion of the Trust's portfolio being in the development stage, results of operations may fluctuate from period-to-period as we work towards growing our recurring income segment.

6. SPECIFIED FINANCIAL MEASURES AND OTHER DISCLOSURES

We have presented certain specified financial measures because we believe these are important in evaluating the Trust's underlying operating performance and debt management. These specified financial measures do not have standardized meanings prescribed by IFRS Accounting Standards and may not be comparable with similar measures presented by other issuers. Investors are cautioned not to view specified financial measures as alternatives to financial measures calculated in accordance with IFRS Accounting Standards.

NON-GAAP RATIOS

"Debt-to-asset value" is a non-GAAP ratio calculated as total debt payable (a non-GAAP financial measure) divided by the total asset value of the Trust as at the applicable reporting date. This non-GAAP ratio is an important measure used by the Trust in evaluating the amount of debt leverage; however, it is not defined by IFRS Accounting Standards, does not have a standardized meaning and may not be comparable with similar measures presented by other issuers.

As at September 30, 2024 September 30, 2024 December 31, 2023
Total debt $ 271,889 $
270,056
Unamortized discount on host instrument of convertible debentures 620 820
Conversion feature (7)
Unamortized balance of deferred financing costs 1,821 2,196
Total debt payable $ 274,330 $
273,065
Total assets 691,074 707,426
Debt-to-asset value 39.7% 38.6%

SUPPLEMENTARY FINANCIAL MEASURES AND OTHER MEASURES

"Net income (loss) – income properties" is defined by the Trust as including the sum of income properties revenue, income properties operating expenses, interest expense, fair value adjustments to income properties and interest and other income.

Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Income properties revenue
Income properties operating expenses
Interest expense
Fair value adjustments to income properties
Interest and other income
Transaction costs on sale of properties
$
3,825$ 4,420$
14,371$ 13,149
(2,265)
(2,363)
(7,206)
(7,072)
(2,357)
(2,430)
(7,108)
(7,029)
(1,076)
(10,073)
(3,866)
(20,373)
33
32
138
71
(920)

(920)
Net loss – income properties $
(2,760)$ (10,414)$
(4,591)$ (21,254)

"Net income (loss) per unit" represents net income (loss) of the Trust divided by the weighted average number of units outstanding during the period.

"Net income (loss) per unit"represents net income (loss) of
outstanding during the period.
the Trust divided by the weighted average number of units
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Net loss
Units outstanding – weighted average
Net loss per unit
$
(7,550)$ (12,418)$
(17,728)$ (24,438)
18,106,406
17,260,369
17,891,403
17,074,952
$
(0.42)$ (0.72)$
(0.99)$ (1.43)

"NOI – commercial income properties included in EAI" is defined by the Trust as income properties revenue less income properties operating expenses at the equity accounted investment level. This supplementary financial measure is an

Dream Impact Trust 2024 Third Quarter | 21

important measure used by the Trust in evaluating operating performance; however, it is not defined by IFRS Accounting Standards, does not have a standardized meaning, and may not be comparable with similar measures presented by other issuers.

issuers.
Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Income properties revenue
Income properties operating expenses
$
1,533$ 1,759$
5,043$ 5,206
(924)
(1,077)
(2,998)
(3,059)
NOI – commercial income properties included in EAI
Interest expense
Interest and other income
Fair value adjustments
Depreciation expense
609
682
2,045
2,147
(899)
(833)
(2,878)
(2,465)
35

47

(4,868)
(3,995)
(13,267)
(4,309)
(62)
(56)
(181)
(174)
Share of net loss – included in equity accounted investments – commercial $
(5,185)$ (4,202)$
(14,234)$ (4,801)

"NOI – commercial properties" is defined by the Trust as the sum of NOI – commercial income properties included in EAI, and NOI – income properties (both of which are supplementary financial measures). This supplementary financial measure is an important measure used by the Trust to evaluate operational performance of commercial properties; however, it is not defined by IFRS Accounting Standards, does not have a standardized meaning and may not be comparable with similar measures presented by other issuers.

"NOI – multi-family rental" is defined by the Trust as multi-family rental revenue less multi-family property operating expenses, at the equity accounted investment level. This supplementary financial measure is an important measure used by the Trust in evaluating operating performance; however, it is not defined by IFRS Accounting Standards, does not have a standardized meaning, and may not be comparable with similar measures presented by other issuers.

Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Income properties revenue
Income properties operating expenses
$
4,332$ 3,022$
11,890$ 8,884
(2,288)
(1,570)
(6,688)
(4,242)
Net operating income – income properties included in equity accounted
investments – multi-family rental
Interest expense
Interest and other income
Fair value adjustments
2,044
1,452
5,202
4,642
(2,193)
(1,578)
(6,378)
(4,975)
121

145

1,013
(2,356)
2,777
(1,071)
Share of net income (loss) – included in equity accounted investments – multi-
family rental
$
985$ (2,482)$
1,746$ (1,404)

"NOI – recurring income" is defined by the Trust as the sum of NOI – commercial properties, NOI – multi-family rental (both of which are supplementary financial measures). This supplementary financial measure is an important measure used by the Trust to evaluate operational performance of the recurring income segment; however, it is not defined by IFRS Accounting Standards, does not have a standardized meaning and may not be comparable with similar measures presented by other issuers.

"Same property NOI – multi-family rental" is defined by the Trust as multi-family rental revenue less multi-family property operating expenses, at the equity accounted investment level, excluding properties acquired or transferred into the recurring income segment in the respective reporting period. This supplementary financial measure is an important measure used by the Trust to evaluate operational performance of the recurring income segment; however, it is not defined by IFRS Accounting Standards, does not have a standardized meaning and may not be comparable with similar measures presented by other issuers.

Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
~~Net operating income – income properties included in equity accounted~~
investments – multi-family rental
Net operating income – multi-family rental acquired or transferred to
recurring income segment
$
2,044$ 1,452$
5,202$ 4,642
(342)
(17)
(574)
(38)
Same property NOI $
1,702$ 1,435$
4,628$ 4,604

"Total unitholders' equity per unit" represents the total unitholders' equity of the Trust divided by the number of units outstanding at the end of the period.

Dream Impact Trust 2024 Third Quarter | 22

As at September 30, 2024 September 30, 2024 December 31, 2023
Total unitholders' equity $ 408,520$
428,657
Units outstanding – end of period 18,110,940 17,571,967
Total unitholders' equity per unit $ 22.56$
24.39

"Total adjustments to fair values and other non-cash items included in net income (loss)" represents deferred income tax expense, share of income (loss) from equity accounted investments, fair value adjustments to income properties, deferred compensation expense (recovery), asset management fees, fair value adjustments to financial instruments and other noncash items.

Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Deferred income tax recovery
Share of loss from equity accounted investments
Fair value adjustments to income properties
Deferred compensation recovery (expense)
Asset management fee settled in units
Fair value adjustments to financial instruments
$
2,464$ 3,798$
7,076$ 8,783
(3,736)
(3,075)
(16,002)
(3,565)
(1,076)
(10,073)
(3,866)
(20,373)
(205)
179
(18)
867
(201)
(490)
(343)
(2,243)

46
7
447
Total adjustments to fair values and other non-cash items included in net
income (loss)
$
(2,754)$ (9,615)$
(13,146)$ (16,084)

NON-GAAP FINANCIAL MEASURES

"Net operating income – income properties ("NOI – income properties")" is defined by the Trust as income properties revenue less income properties operating expenses. This non-GAAP financial measure is an important measure used by the Trust in evaluating operating performance; however, it is not defined by IFRS Accounting Standards, does not have a standardized meaning and may not be comparable with similar measures presented by other issuers.

Three months ended September 30,
Nine months ended September 30,
2024
2023
2024
2023
Income properties revenue
Incomeproperties operatingexpenses
$
3,825$ 4,420$
14,371$ 13,149
(2,265)
(2,363)
(7,206)
(7,072)
Net operating income – income properties $
1,560$ 2,057$
7,165$ 6,077

"Total debt payable" is defined by the Trust as the balance due at maturity for its debt instruments, and is calculated as the sum of total debt per the condensed consolidated financial statements, inclusive of any unamortized discounts, conversion amounts payable on convertible debentures and the unamortized balance of deferred financing costs. Total debt payable is a non-GAAP financial measure and is included as part of the definition of debt-to-asset value, a non-GAAP ratio. Total debt payable is an important measure used by management of the Trust in evaluating the amount of debt leverage; however, it is not defined by IFRS Accounting Standards, does not have a standardized meaning and may not be comparable with similar measures presented by other issuers. Total debt payable is reconciled to total debt, the most directly comparable financial measure, under "Non-GAAP Ratios – debt-to-asset value".

7. DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

The Trust does not have a Chief Executive Officer or a Chief Financial Officer. At September 30, 2024, the President and Chief Responsible Officer of DAM and Chief Financial Officer of Dream Impact Master GP (the "Certifying Officers") are responsible for and, along with the assistance of senior management of the Asset Manager, have designed or caused to be designed under the Certifying Officers' supervision, disclosure controls and procedures ("DC&P") as defined in National Instrument 52-109, “Certification of Disclosure in Issuers’ Annual and Interim Filings”, to provide reasonable assurance that material information relating to the Trust is made known to the Certifying Officers in a timely manner and information required to be disclosed by the Trust is recorded, processed, summarized and reported within the time periods specified in securities legislation, and have designed internal controls over financial reporting ("ICFR") to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the condensed consolidated financial statements in accordance with IFRS Accounting Standards.

Dream Impact Trust 2024 Third Quarter | 23

During the three and nine months ended September 30, 2024, there have not been any changes that have materially affected, or are reasonably likely to materially affect, the Trust's disclosure controls and procedures and internal controls over financial reporting.

8. RISKS AND RISK MANAGEMENT

For a discussion of the material risks relating to the Trust and its business and information concerning Risks and Risk Management, please refer to the 2023 Annual Report and the 2023 Annual Information Form, which are found on our website at www.dreamimpacttrust.ca and filed electronically on SEDAR+ at www.sedarplus.com under the Trust's profile.

9. MATERIAL ACCOUNTING POLICIES

9.1 CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the condensed consolidated financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported. Management bases its judgments and estimates on historical experience and other factors it believes to be reasonable under the circumstances, which are inherently uncertain and unpredictable, the result of which forms the basis of the carrying amounts of assets and liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the affected asset or liability in the future. Refer to Note 4 of the Trust's consolidated financial statements for the year ended December 31, 2023 for a summary of the Trust's accounting judgments, estimates and assumptions in applying accounting policies.

9.2 CURRENT ACCOUNTING POLICY CHANGES

AMENDMENTS TO IAS 1, "PRESENTATION OF FINANCIAL STATEMENTS" ("IAS 1")

Effective January 1, 2024, the Trust adopted amendments to IAS 1 relating to the classification of liabilities as current or noncurrent and non-current liabilities with covenants. As a result, the Trust classifies liabilities as current when it expects to settle the liability in its normal operating cycle, holds the liability primarily for the purpose of trading, the liability is due to be settled within twelve months after the reporting period, or the entity does not have a right, at the end of the reporting period, to defer settlement of the liability for at least twelve months. Settlement refers to the extinguishment of the liability by a transfer to the counterparty, which includes a transfer of the Trust's units. As the Trust's units are presented as equity on reliance of the "puttable instrument exemption" as described in the 2023 annual audited financial statements, the holder's right to demand settlement of a liability in Trust units is not presented as an equity conversion option in the Trust's equity, and thus is a form of settlement of the liability. The Trust may be required to settle the convertible debentures and vested units in the deferred unit incentive plan Trust units on demand and does not have the right to defer settlement of such instruments for a period of more than twelve months from the reporting date. As a result, the Trust has classified these liabilities where there is no right to defer settlement in Trust units as current liabilities. The amendments have been applied retrospectively for all periods presented in accordance with the transitional provisions of IAS 1.

The Trust has transferred the convertible debentures (net of unamortized discount on host instrument, conversion feature and unamortized deferred financing costs) and the current portion of the deferred units incentive plan from non-current to current liabilities as summarized in the table below:

Adjusted January 1,
January 1, 2023 IAS 1 Amendment 2023
NON-CURRENT LIABILITIES
Debt $ 159,189 $ (67,282)$ 91,907
Deferred Units Incentive Plan 2,251 (1,657) 594
CURRENT LIABILITIES
Debt $ 61,700 $ 67,282$ 128,982
Deferred Units Incentive Plan 1,657 1,657
Adjusted December
December 31, 2023 IAS 1 Amendment 31, 2023
NON-CURRENT LIABILITIES
Debt $ 239,606 $ (67,537)$ 172,069
Deferred Units Incentive Plan 926 (631) 295
CURRENT LIABILITIES
Debt $ 30,450 $ 67,537$ 97,987
Deferred Units Incentive Plan 631 631

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As at September 30, 2024, the Trust recognized $68,059 of convertible debentures and $541 for the deferred units incentive plan in current liabilities.

9.3 FUTURE ACCOUNTING POLICY CHANGES

Standards issued but not yet effective up to the date of issuance of the Trust's condensed consolidated financial statements that are likely to have an impact on the Trust are noted below, and represent the standards and interpretations the Trust reasonably expects to be applicable at a future date. The Trust intends to adopt these standards when they become effective.

IFRS 18 "PRESENTATION AND DISCLOSURE IN FINANCIAL STATEMENTS" ("IFRS 18")

In April 2024, IFRS 18, “Presentation and Disclosure in Financial Statements” was issued to achieve comparability of the financial performance of similar entities. The standard, which replaces IAS 1, “Presentation of Financial Statements”, impacts the presentation of primary financial statements and notes, including the statement of comprehensive income where entities will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements.

The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Trust is in the process of assessing the impact of this new standard.

10. ADDITIONAL INFORMATION

10.1 SUMMARY OF IMPACT INVESTMENTS

In developing the Dream Impact Management System, we created pathways for each of our impact investments, which align with our three verticals and the United Nations Sustainable Development Goals. For further details, refer to our inaugural impact report published on our website, www.dreamimpacttrust.ca. The contents of the report and on our website are not incorporated by reference into this MD&A.

Zibi, including Zibi Community Utility (Ottawa, Ontario; Gatineau, Quebec) (Carrying value $100.9 million, including completed blocks)

Zibi is our 34-acre community, located in Ottawa, Ontario, and Gatineau, Quebec, overlooking the Ottawa River. This community is expected to welcome approximately 5,000 residents and 6,000 workers upon completion. The project is a multi-phase development that includes over 4.0 million sf of density consisting of approximately 1,900 residential units, including purpose-built rental units, over 2.0 million sf of commercial space and 8 acres of riverfront parks and plazas.

Environmental Sustainability and Resilience

The Zibi development includes Ottawa and Gatineau's first central district energy system, which provides net-zero carbon heating and cooling system for all tenants and residents in the Zibi community. The District Energy System ("Zibi Community Utility" or "ZCU") commenced operations in 2022 and utilizes post-industrial waste energy for heating and the Ottawa River for cooling. Construction at Zibi uses 20% recycled content in its construction materials, 20% of which are locally sourced. The development is also among the first One Planet Master-Planned Communities in the country and will feature nearly 8 acres of riverfront green space and 2.0 million sf of vibrant commercial space.

Attainable and Affordable Housing

To date, the Trust's investment in Zibi has three multi-family rental buildings in lease-up, each with units designated as affordable. During the nine months ended September 30, 2024, leasing commenced at Common, a 188-unit multi-family rental which includes innovative co-living units.

Inclusive Communities

Zibi is developed beneficially with and for the Algonquin Anishinabe nation, as we are engaging with the Algonquin Anishinabe nation to ensure that First Nations history, presence and culture are reflected throughout the development. The development has formalized a partnership to ensure this continues throughout the life of the project, which includes, but is not limited to, mandates for Algonquin employment, youth engagements and annual meetings with an advisory council of Algonquin Anishinabe.

Canary Landing (Toronto, Ontario) (Carrying value $43.2 million)

Canary Landing is a purpose-built multi-family rental apartment community in Toronto's downtown east end, adjacent to the Canary and Distillery Districts. The development is expected to feature over 2,000 rental units, as well as ancillary retail and

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office components, which are expected to include 5,000 sf of dedicated community space. In 2023, Maple House at Canary Landing welcomed tenants. Construction on Cherry House at Canary Landing continues. Combined, both buildings will provide approximately 1,600 residential units to the downtown Toronto rental market.

Environmental Sustainability and Resilience

Each of the buildings at Canary Landing are currently planned to LEED Gold standard, a globally recognized symbol of sustainability achievement, and will have green roofs. The development is designed to incorporate water efficiency fixtures and generate clean energy in the form of solar panels.

Attainable and Affordable Housing

Canary Landing is one of the largest affordable and mixed-income housing projects in Canada and the first within Ontario's Provincial Affordable Housing Lands Program to break ground. Upon full build-out, the development is expected to include 684 affordable units, priced at an approximate 50% discount to market rent in downtown Toronto. In 2023, Maple House at Canary Landing, which includes 231 affordable units, commenced occupancy.

Inclusive Communities

Canary Landing will be an inclusive community. The affordable housing units will be distributed throughout the building, with all tenants having access to the building amenities, unit quality and finishes equivalent to the suites rented at market price. The Trust is working towards establishing an inclusive process for determining how to fairly distribute access to the affordable units.

Dream LeBreton (Ottawa, Ontario) (Carrying value $6.7 million)

Environmental Sustainability and Resilience

Dream LeBreton is designed to become a Zero Carbon Building as certified by the Canada Green Building Council Zero Carbon Building Standard - Design and Performance Specifications, a made-in-Canada framework for net-zero buildings which defines low-carbon design and operational performance requirements for buildings. The development has been designed in line with the One Planet Living sustainability framework, with high-performance, energy efficient features, including solar panels and leveraging the sewage system to provide heating and cooling throughout the buildings.

Attainable and Affordable Housing

Dream LeBreton will have a total of 608 new housing units, of which approximately 40% will be affordable, and of which 31% will be accessible. The units will be integrated alongside market units, creating an inclusive, equitable, and richly diverse community. The affordable units are to be earmarked for five target populations as defined by the national housing strategy: Indigenous communities; veterans; women and children; immigrants and newcomers; and adults with cognitive disabilities.

Inclusive Communities

In partnership with the Dream Community Foundation and Multifaith Housing Initiative, the Trust intends to implement inclusive community programming that is available to all residents to meet specific social needs, improve overall well-being and increase a sense of belonging. A Workforce Development and Community Benefits Plan has also been prepared to ensure that the Trust’s investment in Dream LeBreton provides economic and employment opportunities to local businesses and equity-seeking groups.

Brightwater Development (Mississauga, Ontario) (Carrying value $31.9 million)

Brightwater, a 72-acre waterfront development in Mississauga's Port Credit area, is expected to transform the site to a complete, vibrant and diverse community, which will include an elementary school, YMCA and 18 acres of parks and outdoor space. The development won the Building Industry and Land Development Association Pinnacle Award in 2020 for Best New Community-Planned/Under Development. To date, five residential blocks have achieved sales launches.

Environmental Sustainability and Resilience

When the Trust entered into the development in 2017, it was contaminated due to its history as an oil refinery, requiring the excavation of 1.4 million tonnes of soil. The source remediation program has since been completed and vertical construction for initial blocks commenced in 2021. The new community will incorporate a number of features that will result in a transitfriendly ecosystem, including installing electric vehicle charging stations, bike lanes and bike parking, and providing a shuttle bus to the Port Credit GO station to promote efficient commuting.

Inclusive Communities

The Brightwater community is expected to include nearly 3,000 residential units and over 350,000 sf of vibrant retail and commercial space. It will embody waterfront living while promoting connectivity, mental and physical health, and well-being in the community. To facilitate this, the development will include 18 acres of new parks and green space, which will include the Village Square, a planned hub for community programming.

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Birch House at Canary Landing (Toronto, Ontario) (Carrying value $10.1 million)

Birch House at Canary Landing is a mixed-use project in downtown Toronto, expected to include a 238-unit multi-family rental building, a 206-unit condo building, and the first purpose-built Indigenous Hub in any major North American city. The development will be located within the Canary District, adjacent to the Canary Landing and Distillery District in downtown Toronto. During the three and nine months ended September 30, 2024, leasing commenced on the multi-family rental building.

Environmental Sustainability and Resilience

Each of the buildings at Birch House at Canary Landing will be built to LEED Gold standard, a globally recognized symbol of sustainability achievement, and are designed to include features that will create efficient energy and water consumption.

Inclusive Communities

Birch House at Canary Landing features an innovative partnership with Anishnawbe Health Toronto ("AHT"). AHT is a community health centre with the mission to improve the health and well-being of Indigenous People by providing Traditional Healing within a multi-disciplinary healthcare model. The Indigenous Hub will provide a state-of-the-art fivestorey facility that draws from Indigenous architectural and design influences, and will combine essential health and education facilities to create a thriving centre of community for the city's Indigenous People.

Multi-Family Rental Income Properties (GTA, Ontario) (Carrying value $105.1 million)

Over the last three-year period, the Trust has nearly doubled its interest in multi-family rental income properties compared to the rest of the asset portfolio. As at September 30, 2024, the Trust is invested in over 2,200 multi-family rental units located in the GTA.

Environmental Sustainability and Resilience

Where possible, the Trust has set an ambition to reduce GHG emissions by 20% by 2025, in line with global efforts to reduce GHG emissions and as monitored and assessed in accordance with the Science Based Targets initiative, Net Zero Asset Managers initiative, Principles of Responsible Investment, Task Force on Climate - Related Financial Disclosures, Canada Green Building Council's Zero Carbon Building Standard and the Greenhouse Gas Protocol (the "GHG International Standards"), and implement water efficiency features, by retrofitting building systems and by engaging with tenants to reduce consumption.

Attainable and Affordable Housing

The Trust intends to preserve and create new affordable housing units at the multi-family rentals. In 2023, 770 units at Maple House at Canary Landing were completed, of which 231 units were designated as affordable. The Trust is expected to complete an additional 257 affordable units at Cherry House at Canary Landing in 2026.

Inclusive Communities

The Trust intends to implement inclusive and social programming in its multi-family rental buildings, in partnership with the Dream Community Foundation. The Trust and the Dream Community Foundation will work in collaboration with existing non-profit organizations and will invest in programs and services that improve the overall well-being of residents and increase a sense of community belonging. Programs will fall under the categories of affordable living, health and wellness, education and skills, and culture and belonging.

Commercial Income Properties (GTA, Ontario; Ottawa, Ontario; Gatineau, Quebec) (Carrying value $283.5 million)

The Trust's commercial income properties contribute to delivering impact under the Trust's environmental sustainability and resilience, and inclusive communities verticals.

Environmental Sustainability and Resilience

The Trust is committed to improving resource efficiency across our commercial income properties located in the GTA, with significant capital expenditures anticipated over the next five years. By 2025, the Trust has set an ambition of a 20% reduction in GHG emissions across the income property portfolio, in accordance with the GHG International Standards. Certain of these capital expenditures include retrofitting all lighting to LED, installing low-flow fixtures in all washrooms, installing real-time utility metering and pursuing Building Owners and Managers Association of Canada ("BOMA") certifications for buildings not currently certified.

Inclusive Communities

The Trust is promoting tenant health and wellness by building and promoting the use of amenity packages to encourage a more active lifestyle for our tenants, including end-of-trip facilities and bike storage. The Trust is also modifying its procurement process to be more inclusive and promote opportunities for underserved populations.

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10.2 GEOGRAPHIC ALLOCATION

The following table summarizes our condensed consolidated net assets as at September 30, 2024 by geographic allocation, excluding cash and the Trust's other condensed consolidated working capital and tax.

As at September 30, 2024 December 31, 2023
Toronto and GTA 72.7 % 79.0 %
Ottawa/Gatineau 27.3 % 21.0 %
Total 100.0 % 100.0 %

10.3 FORWARD-LOOKING INFORMATION

Certain information herein contains or incorporates statements that constitute forward-looking information within the meaning of applicable securities legislation, including, but not limited to, statements relating to the Trust’s objectives and strategies to achieve those objectives, the Trust’s beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, future growth and drivers thereof, results of operations, performance, business prospects and opportunities, market conditions, acquisitions or divestitures, leasing transactions, future maintenance and development plans and costs, capital investments, financing, the availability of financing sources, income taxes, the real estate and lending industries in general, in each case, that are not historical facts; as well as statements in respect of our development, redevelopment and acquisition pipelines and our intention to further invest in best-in class income properties; the Trust's expectations regarding its distribution policy; the belief that the Trust’s development portfolio is composed of high-quality assets that represent a significant source of growth, which are expected to generate future income and cash flows as projects are developed; the expectation that development segment earnings will fluctuate and that the development segment will generate returns and continued value creation over time; expectations regarding the total management fees payable to DAM in future periods and the potential savings that may be achieved by satisfying certain management fees payable under the Management Agreement by the issuance of units; the Trust's expectations regarding upcoming debt maturities and the expectation of repayment and/or renewal of debt; the Trust's ability to secure CMHC financing through the Frequent Builder Framework; the belief that the Trust’s portfolio will be resilient and valuable due to its impact investments; the Trust's focus on impact investing, including its intention to align its investments with its impact verticals; our intention to invest in further impact investment opportunities, wind down or exit non-impact investments (including the lending portfolio) and increase financial flexibility from our build-to-sell assets; our zoning and other municipal applications in respect of our projects; our intention to grow our recurring income segment and diversify our asset composition; our leasing activities and timelines; the expectation that project value may appreciate as rezoning and predevelopment processes progress; expectations for multi-family assets; the Trust's ability to achieve its impact and sustainability goals, including in respect of its impact verticals, and implementing other sustainability initiatives throughout its projects; the Trust's expectations that cash generated from operations will increase and stabilize; the Trust’s plans and proposals for current and future development and redevelopment projects, construction initiation, completion and occupancy/stabilization dates and timelines, rezoning, number and type of units, square footage of retail, institutional and commercial space, planned GLA and GFA, acreage, and outdoor space; expected occupancy at the Trust’s development projects; the Trust's ability to attract suitable partners for its projects and the terms and impact of such arrangements; the Trust’s expected effective economic interest in certain projects and the expected interest held by third parties; ownership of certain units and GFA square footage in certain projects by not-for-profit entities; expectations that debt will wind down over time; the plan to transfer projects to the recurring income segment to generate stabilized income; the expected value and yield of developments on completion; the expected sustainability impact of and sustainability plans for our development projects, including in respect of number of residents and workers, affordability, number of affordable units, green space, partnerships with Indigenous and First Nations groups and other stakeholders, community space, water efficiency and clean energy features, sustainable transportation infrastructure, accessibility, building retrofits, tenant engagement and community programming, procurement process, and other sustainable features; the sufficiency of the Trust’s liquidity and hedging strategies and capital resources to fulfill the Trust's ongoing obligations, including in respect of its ability to mitigate its debt exposure and reduce interest rate uncertainty; the Trust’s goal of being carbon-neutral by 2035 in alignment with global efforts; the Trust’s ambition to reduce GHG emissions by 20% in respect of certain properties and across the Trust's income property portfolio by 2025, each in accordance with GHG International Standards; expected development approvals; expectations regarding the Trust’s access to investment opportunities through partners and relationships; expectations regarding future purchases by the Trust under its 2024 NCIB; the Trust’s sources of funding and the uses thereof; the Trust’s intention to adopt certain accounting revisions pursuant to regulatory changes; and our expectations regarding the Trust’s income tax expense and recovery, deferred tax liabilities and assets, and the Trust’s ability to manage its portfolio in a taxefficient manner.

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Forward-looking statements generally can be identified by words such as "objective", "may", "will", "would", "expect", "intend", "estimate", "anticipate", "believe", "should", "could", "likely", "plan", "potential", "seek", "strategy", "project", "continue", “strive”, “target”, “forecast”, “outlook” or similar expressions suggesting future outcomes or events. Forwardlooking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Trust's control, which could cause actual results to differ materially from those disclosed in or implied by such forward-looking information. The assumptions, which may prove to be incorrect, include the various assumptions set forth herein as well as assumptions including, but not limited to: that the general economy remains stable; that gradual recovery and growth of the general economy continues throughout 2024; that no unforeseen changes in the legislative and operating framework for our business will occur; that there will be no material change to environmental regulations that may adversely impact our business; that we will meet our future objectives, priorities and growth targets; that we receive the licenses, permits or approvals necessary in connection with our projects; that inflation and interest rates will not materially increase beyond current market expectations; that we will have access to adequate capital to fund our future projects, plans and any potential acquisitions; that we are able to identify high-quality investment opportunities and find suitable partners with which to enter into joint ventures or partnerships; that we do not incur any material environmental liabilities; that there will not be a material change in foreign exchange rates; that the impact of the current economic climate and global financial conditions on our operations will remain consistent with our current expectations; and that competition for and availability of acquisitions remains consistent with the current climate. All the forward-looking statements contained in this MD&A are based on what we believe are reasonable assumptions but are subject to inherent risks and uncertainties. Consequently, actual results could differ materially from the conclusions, forecasts or projections in the forward-looking information and there can be no assurance that actual results will be consistent with these forward-looking statements. Factors or risks that could cause actual results to differ materially from those set forth in the forward-looking statements and information include, but are not limited to: the risk of adverse global market, economic and political conditions; liquidity risk; financing and risks relating to access to capital; interest rate risks; public health risks; risks associated with unexpected or ongoing geopolitical events, including disputes between nations, terrorism, or other acts of violence, and international sanctions; inflation; the disruption of free movement of goods and services across jurisdictions; risks inherent in the real estate industry; risks relating to investment in development projects; impact investing strategy risk; risks relating to geographic concentration; risks inherent in investments in real estate, mortgages and other loans and development and investment holdings; credit risk and counterparty risk; competition risks; environmental and climate change risks; the risk of changes in governmental laws and regulations; tax risks; foreign exchange risk; acquisitions risk; and leasing risks and other risks and factors described under or referenced under "Risks and Risk Management" in this MD&A and described from time to time in the documents filed by the Trust with securities regulators.

All forward-looking information is as of November 4, 2024. The Trust does not undertake to update any such forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Additional information about these assumptions and risks and uncertainties is contained in our filings with securities regulators. Certain filings are also available on our website at www.dreamimpacttrust.ca.

Certain market information has been obtained from Standard & Poor's publications prepared by independent, third-party commercial firms that provide information relating to the real estate industry. Although we believe this information is reliable, the accuracy and completeness of this information is not guaranteed. We have not independently verified this information and make no representation as to its accuracy.

In addition, certain disclosures incorporated by reference into this report including, but not limited to, information regarding our development and investment holdings' development partners were obtained from publicly available information. We have not independently verified any such information. Documents and websites referenced herein are not incorporated by reference into this MD&A, unless such incorporation by reference is explicit. The information contained on the Trust's website is not intended to be included in or incorporated by reference into this MD&A.

10.4 TAX INFORMATION

Until February 24, 2024, the Trust paid a monthly distribution to its unitholders of which only a portion is taxable. A taxable Canadian holder of the units is required to include the taxable portion of the distribution in income. Any amount in excess of the after-tax net income of the Trust payable to the unitholder will generally not be included in the unitholders' income for the year. The non-taxable portion of the distribution received by a unitholder will reduce the unitholders' tax cost of their investment. On an annual basis, the unitholders were provided with information relating to the tax treatment of the monthly distributions.

The Trust has determined that the distributions for the following years should be treated in the following manner:

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2023 2022 2021 2020 2019 2018 2017 2016
Non-eligible dividends — % — % — % — % — % 0.02 % 0.06 % — %
Eligible dividends — % — % — % — % — % — % — % — %
Return of capital 100.00 % 100.00 % 100.00 % 100.00 % 92.83 % 95.00 % 99.94 % 100.00 %
Foreign non-business income — % — % — % — % 7.17 % 4.98 % — % — %

10.5 ADDITIONAL INFORMATION

Additional information relating to Dream Impact Trust, including the Trust's Annual Information Form and audited consolidated financial statements and accompanying notes, is available under the Trust's profile on SEDAR+ at www.sedarplus.com. The Trust’s units trade on the TSX under the symbol "MPCT.UN".

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