Mr. Tom Casey reports

CLARKE INC. ANNOUNCES REDEMPTION OF ALL OF ITS OUTSTANDING 5.50% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE JANUARY 1, 2028

Clarke Inc. has delivered a notice to Computershare Trust Company of Canada as debenture trustee under the trust indenture between the company and Computershare dated Sept. 30, 2019, as supplemented by the first supplemental indenture dated Sept. 30, 2021. Such notice of redemption provides that the company will redeem the entire aggregate principal amount of $35-million of its outstanding 5.50 per cent Series B convertible unsecured subordinated debentures due Jan. 1, 2028, which are listed for trading on the Toronto Stock Exchange under the symbol CKI.DB in accordance with the terms of the debentures.

The debentures will be redeemed on July 28, 2023, for an aggregate redemption amount of $1,013.41 for each $1,000.00 principal amount of debentures, being equal to the aggregate of (i) $1,000.00 principal amount of debentures, plus (ii) all accrued and unpaid interest thereon to, but excluding, the redemption date.

In connection with redemption of the debentures, the company has entered into a credit facility with the company's controlling shareholder, G2S2 Capital Inc. The credit facility bears interest at 6.00 per cent and is interest payments only until Jan. 1, 2028, whereby afterwards the credit facility will continue as a revolving line of credit on demand. The interest-only period aligns with the current maturity date of the debentures, ensuring that the company will maintain the liquidity requirements that the debentures provided.

"We are pleased that our new credit facility puts us in a position to redeem the debentures in advance of their 2028 maturity," stated Tom Casey, chief financial officer of Clarke. "This is a positive result for the company and its shareholders as it provides greater certainty of capital beyond the current 2028 maturity date, and it simplifies the company's borrowings. It's also a positive outcome for the holders of debentures as their holdings will be redeemed at par compared to the discount at which they are currently trading."

Clarke will satisfy its obligation to pay to the holders of debentures the redemption price in cash from funds through the credit facility.

Beneficial holders of debentures should contact their investment dealer if they have any questions about the redemption. The interest upon the principal amount of debentures called for redemption will cease to be payable from and after the redemption date.

Holders of debentures may also refer to the indenture for a full description of the redemption process, a copy of which is available under Clarke's SEDAR profile.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Securities law matters

G2S2 is an insider of the company because it beneficially owns or controls more than 10 per cent of the company's issued and outstanding common shares. The credit facility between the company with G2S2 is considered a related party transaction subject to Part 5 of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The entering into of the credit facility is (i) not subject to the formal valuation requirement in Section 5.4 of MI 61-101 because the credit facility does not fall within paragraphs (a) to (g) of the definition of related party transaction in MI 61-101, and (ii) is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 because the aggregate principal amount of the credit facility does not exceed 25 per cent of the company's market capitalization, calculated in accordance with MI 61-101.

About Clarke Inc.

Halifax-based Clarke is an investment and real estate company with holdings in a diversified group of businesses and across real estate sectors. Clarke's securities trade on the Toronto Stock Exchange (CKI; CKI.DB).