Toronto, Ontario--(Newsfile Corp. - May 20, 2026) - Ravelin Properties REIT (TSX: RPR.UN) (the "REIT") is pleased to announce securityholder support remains high for the previously announced plan of arrangement (the "Arrangement") with Clarke Inc., with 99.4% of the votes cast by holders (the "REIT Debentureholders") of the REIT's outstanding 9.00% convertible unsecured subordinated debentures, 5.50% convertible unsecured subordinated debentures and 7.50% convertible unsecured subordinated debentures to date in favour of a special resolution of REIT Debentureholders approving the Arrangement (the "Debentureholder Arrangement Resolution") and 84.5% of the votes cast by holders (the "REIT Unitholders") of units of the REIT to date in favour of a special resolution of REIT Unitholders approving the Arrangement (the "Unitholder Arrangement Resolution" and together with the Debentureholder Arrangement Resolution, the "Arrangement Resolutions").

The REIT encourages REIT Debentureholders and REIT Unitholders to vote FOR the Arrangement ahead of the proxy voting deadline of May 21, 2026 at 5:00 p.m. (Toronto time).

If the Arrangement is not completed on the terms and timeline currently contemplated, to avoid an enforcement action by its senior secured lenders, the REIT will need to pursue alternative restructuring strategies, including potentially under the Companies' Creditors Arrangement Act (the "CCAA"). If a CCAA process is pursued, it is unlikely that there will be any recovery for the REIT Unitholders or the REIT Debentureholders. As such, the REIT's board of trustees (the "REIT Board") believes the Arrangement provides the best available outcome for the REIT Unitholders and REIT Debentureholders in the current circumstances.

As previously announced, the REIT Board, having received a unanimous recommendation from a special committee of independent trustees (the "REIT Special Committee"), has unanimously determined (subject to recusals) that the Arrangement is fair and reasonable and in the best interests of the REIT. The REIT Board unanimously recommends (subject to recusals) that REIT Unitholders and REIT Debentureholders vote FOR the Unitholder Arrangement Resolution and the Debentureholder Arrangement Resolution, respectively.

The REIT Special Committee is comprised of Anish Chopra, Brian Luborsky and Calvin Younger. The REIT has previously provided background on the members of its REIT Special Committee in its management information circular dated April 24, 2026 (the "Circular"). Mr. Younger's deep experience in real estate, including real estate lending from the perspective of a well-established financial institution, has provided important expertise to the REIT Special Committee. In the view of the REIT Special Committee, such expertise has significantly outweighed any potential perceived conflict of interest due to Mr. Younger's other activities, including as a member of an advisory board to an affiliate of Clarke Inc., G2S2 Capital Inc., focusing on succession planning. As disclosed in the Circular, among other things, Mr. Younger has not received, and will not receive, any payment from G2S2 Capital Inc. in his capacity as a member of the advisory board in respect of the period from December 4, 2025 through to the completion of the proposed Arrangement. The members of the REIT Special Committee remain of the view that Mr. Younger's service on the REIT Special Committee in relation to the Arrangement has been and continues to be in the best interests of the REIT.

In addition to the recommendations in favour of the Arrangement Resolutions from the REIT Board and the REIT Special Committee, the REIT has also received recommendations in favour of the Arrangement Resolutions from independent proxy advisors Glass, Lewis & Co. and Institutional Shareholder Services Inc., as previously announced.

REIT Unitholders and REIT Debentureholders that require assistance with voting should immediately contact the REIT's proxy solicitation and information agent, Sodali & Co: (i) by telephone at 1-833-830-9806 (North American toll free) or 1-289-695-3075 (collect); or (ii) by email at assistance@investor.sodali.com.

REIT Unitholders and REIT Debentureholders will vote on the Arrangement Resolutions at the special meetings of REIT Unitholders and REIT Debentureholders to be held on May 25, 2026 (the "REIT Meetings"). In addition to obtaining the approval of REIT Unitholders and REIT Debentureholders at the REIT Meetings and the final order of the Court, completion of the Arrangement remains subject to approval of the Toronto Stock Exchange and the satisfaction of other customary closing conditions.

About Ravelin Properties REIT (TSX: RPR.UN)

The REIT owns and operates a portfolio of well-located commercial real estate assets in North America and Europe. The majority of the REIT's portfolio is comprised of government and high-quality credit tenants. Further information about the REIT is available on SEDAR+ at www.sedarplus.ca and www.ravelinreit.com.

Forward-Looking Statements

Certain statements contained in this news release contain "forward-looking information" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might", "have potential" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, information and statements regarding the Arrangement; the REIT Meetings; securityholder, stock exchange and Court approval of the Arrangement; the ability of the REIT to complete the Arrangement; the ability of the REIT to satisfy the conditions precedent to completing the Arrangement; and any CCAA process.

Although the REIT believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of the REIT, and its management and board of trustees, as of the date hereof. The REIT cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within its control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by the REIT will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, the REIT, the current REIT Unitholders, REIT Debentureholders, or the future results and performance of the REIT.

Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this news release. The Arrangement could be modified or terminated in accordance with its terms. Further, the forward-looking information and statements in this news release are based on beliefs and opinions of the REIT at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and the REIT disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the REIT.

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