Mr. Calvin Younger reports

CLARKE INC. ENTERS INTO AGREEMENT TO ACQUIRE RAVELIN PROPERTIES REIT

Clarke Inc. and Ravelin Properties REIT have entered into an arrangement agreement, pursuant to which Clarke has agreed to acquire all of the outstanding units of the REIT (real estate investment trust) and all of the REIT's outstanding 9.00 per cent convertible unsecured subordinated debentures, 5.50 per cent convertible unsecured subordinated debentures and 7.50 per cent convertible unsecured subordinated debentures by way of a court-approved (as defined below) plan of arrangement. The transaction values Ravelin at $1.1-billion, including the assumption of debt, and the pro forma entity at a combined $1.7-billion.

Pursuant to the arrangement agreement: (i) holders of the REIT units will receive approximately 0.582 common share of Clarke for each 1,000 REIT units held; (ii) holders of REIT debentures will receive approximately 14.562 Clarke shares for each $1,000 principal amount of REIT debentures held; and (iii) early consenting debentureholders (as defined below) will receive a pro rata allocation of an aggregate 150,000 Clarke shares in respect of the principal amount of REIT debentures held by such early consenting debentureholder. Based on Clarke's share price, the consideration to be received by REIT debentureholders (including early consenting debentureholders) represents a premium of 93 per cent to the 20-day volume-weighted average trading price of the REIT debentures and a premium of 171-per-cent to the closing price of the REIT debentures on the Toronto Stock Exchange on March 26, 2026, the day prior to this announcement.

As previously disclosed, the REIT, led by an independent committee of its trustees, has been evaluating available alternatives to address its continuing financial difficulties, including the current defaults on its existing indebtedness and its continuing capital requirements. The transaction is the result of extensive negotiations not only between the special committee and Clarke, but also among the special committee, G2S2 Capital Inc. and the REIT's other stakeholders regarding the terms of an acceptable recapitalization plan.

"After considering with our external financial and legal advisers, the strategic and viable financial alternatives available to Ravelin, the board determined that this transaction is in the best interests of Ravelin and its stakeholders given the current and go-forward solvency and leverage challenges facing the REIT," said Calvin Younger, chair of the board of trustees of the REIT.

"The transaction will be a great outcome for both companies. It gives Ravelin securityholders the benefit of Clarke's strong, well-capitalized platform and provides an immediate solution for the capital and liquidity pressures facing the REIT. It will allow Ravelin's management team to focus on what matters most -- improving the portfolio's performance, attracting new tenants and restoring occupancy -- rather than being distracted by liquidity and lender defaults," said Tom Casey, chief financial officer of Clarke. "The acquisition will result in a company with diversified geographic exposure and scale, which will provide Clarke shareholders -- new and existing -- with significant upside and liquidity."

Clarke expects to issue 2.5 million Clarke shares as part of the transaction, representing approximately 19.3 per cent of the outstanding Clarke shares. Upon completion of the transaction, existing Clarke shareholders and REIT securityholders will own approximately 83.8 per cent and 16.2 per cent of Clarke, respectively.

The transaction is expected to close in the second quarter of 2026, subject to the satisfaction of customary closing conditions, including court approval, approval of the TSX, and approval of REIT unitholders and REIT debentureholders (as further described below).

In connection with the transaction, G2S2 Capital Inc. has agreed to extend the forbearance period on certain loans of the REIT held by G2S2 to June 1, 2026. In connection with the forbearance extensions, the REIT has agreed to, if requested by G2S2, commence proceedings under the Companies' Creditors Arrangement Act, under which G2S2 or its affiliate will implement a credit bid or similar transaction, if: (i) debentureholders holding 50 per cent or more of the aggregate principal amount of REIT debentures outstanding have not consented to the transaction on or before the early consent deadline (as defined below); or (ii) any of the requisite approvals are not obtained at the REIT meetings.

REIT unitholders and REIT debentureholders are not expected to receive any consideration for their REIT units and REIT debentures, respectively, under any transaction under the CCAA proceedings.

The REIT's secured debt will be unaffected by the transaction and will be paid in the ordinary course in accordance with its terms.

Transaction highlights and strategic rationale:

• Immediate liquidity and long-term value: The transaction offers a pragmatic solution for REIT securityholders by providing immediate liquidity and balance sheet certainty while providing long-term upside participation. REIT securityholders will get the benefit of Clarke's entrepreneurial approach to investing and an active pipeline of real estate developments while preserving their exposure to Ravelin's portfolio.
• Enhanced platform scale: The pro forma entity would have an asset base valued at over $1.8-billion, adding scale and greater visibility among capital markets and potential investors;
• Reinvestment flexibility: The combined entity would have flexibility to reinvest cash flows in value-creating opportunities, which are often more accretive than a strict distribution policy. Over the past 24 years, Clarke's growth in book value per share plus dividends paid have compounded at an annual rate of 11.7 per cent, a cumulative growth of nearly 1,200 per cent.
• Significant G&A (general and administrative expenses) cost savings: The integration of the two companies is expected to reduce certain redundant professional, legal and administrative expenses.
• Strong support: The transaction has been (in each case, subject to recusals) unanimously approved by the board of directors of Clarke and the board of trustees of the REIT. The REIT board, having received a unanimous recommendation from the special committee, unanimously recommends that REIT unitholders and REIT debentureholders vote in favour of the transaction. In addition, each of the trustees and officers of the REIT that hold REIT units and REIT debentures have entered into voting support agreements with Clarke, pursuant to which they have agreed to, among other things, vote all of their REIT units and REIT debentures in favour of the transaction.

Benefits to REIT securityholders:

• Immediate liquidity for REIT securityholders and enhanced balance sheet clarity for the REIT, addressing the most significant near-term challenge it currently faces: The transaction provides a pathway to restore portfolio value while meaningfully improving the REIT's capital structure and financial flexibility.
• A material reduction of the REIT's indebtedness, with an aggregate of $157.95-million principal amount of REIT debentures, plus accrued interest, being exchanged for Clarke shares: The pro forma entity is anticipated to have a loan-to-value ratio (LTV) of approximately 68.5 per cent, significantly lower than the REIT's Dec. 31, 2025, LTV ratio of 94.2.
• By exchanging into Clarke shares, REIT securityholders gain ownership in a substantially stronger, well-capitalized platform with diversified cash flows, enhanced access to capital and a demonstrated record of value creation through challenging market environments. Over the past 24 years, Clarke has averaged total shareholder return (share price appreciation plus dividends) of 15.4 per cent annually, far surpassing major equity markets.
• The transaction addresses capital structure and leverage considerations at the corporate level, enabling the REIT to maintain strategic and pricing discipline across its asset base and avoid capital-driven or reactive dispositions.
• By comprehensively addressing near-term balance-sheet pressures, management of the REIT can refocus on operational execution and asset performance.

Benefits to Clarke shareholders:

• The transaction builds on Clarke's experience from similar past transactions that have a proven record of creating significant shareholder value.
• The transaction meaningfully grows Clarke's asset base and operations, creating a company of significant scale and enhanced capital markets exposure.
• The issuance of an additional 2.5 million common shares substantially increases Clarke's public float and improves trading liquidity.
• The transaction diversifies Clarke's cash flows beyond predominantly hospitality and Western Canadian markets by adding exposure to real estate across a broader geographic and economic base. The pro forma entity will have operations in 11 of Canada's 13 provinces and territories as well as Chicago and Ireland.

Transaction details

Transaction approvals

The transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act.

Subject to the terms of the arrangement agreement, completion of the transaction requires the approval of: (i) at least two-thirds of the votes cast by the REIT unitholders present in person or represented by proxy at the special meeting of REIT unitholders to be called to consider the transaction; and (ii) at least two-thirds of the aggregate principal amount of REIT debentures outstanding present in person or represented by proxy at the special meeting of REIT debentureholders to be called to consider the transaction.

REIT debentureholders (early consenting debentureholders) who, by 5 p.m. Toronto time on the date that is 14 days following the date on which the information circular (as defined below) is filed under the REIT's issuer profile on SEDAR+ (or such later date as may be agreed upon by the parties to the transaction) (the early consent deadline), have executed a voting support agreement or voted in favour of the special resolution of the REIT debentureholders approving the transaction, and, if applicable, the special resolution of the REIT unitholders approving the transaction, at the REIT meetings, will receive a pro rata allocation of an aggregate 150,000 Clarke shares in respect of the principal amount of REIT debentures held by such early consenting debentureholder.

The transaction is also subject to approval of the Ontario Superior Court of Justice (Commercial List) and the satisfaction of other customary closing conditions, including approval of the TSX.

Board recommendations

The REIT board, having received a unanimous recommendation from the special committee and after receiving outside legal and financial advice, has unanimously determined that the transaction is fair and reasonable and in the best interests of the REIT and unanimously recommends that REIT unitholders and REIT debentureholders vote in favour of the transaction.

In making their respective determinations, the REIT board and the special committee considered, among other factors, the fairness opinion of KSV Soriano Inc. to the effect that, as of March 26, 2026, subject to the assumptions, limitations and qualifications contained therein: (i) the REIT unitholder consideration to be received by REIT unitholders pursuant to the transaction is fair, from a financial point of view, to REIT unitholders; and (ii) the REIT debentureholders would be in a better financial position under the transaction than if the REIT were liquidated, as the estimated aggregate value of the REIT debentureholder consideration to be received by the REIT debentureholders pursuant to the transaction would exceed the estimated aggregate value the REIT debentureholders would receive in a liquidation. A copy of the fairness opinion of KSV will be included in the management information circular to be filed and mailed to REIT unitholders and REIT debentureholders in connection with the REIT meetings.

Arrangement agreement

The arrangement agreement provides for customary deal protection provisions, including non-solicitation covenants of the REIT and fiduciary-out provisions in favour of the REIT. In addition, the arrangement agreement provides for a termination fee of $1-million payable by the REIT to Clarke if it accepts a superior proposal and in certain other specified circumstances. Each of the REIT and Clarke has made customary representations and warranties and covenants in the arrangement agreement, including covenants regarding the conduct of their businesses prior to the closing of the transaction.

Subject to the satisfaction of all conditions to closing set out in the arrangement agreement, it is anticipated that the transaction will be completed in the second quarter of 2026. Upon closing of the transaction, it is expected that the REIT units and REIT debentures will be delisted from the TSX and that the REIT will cease to be a reporting issuer under applicable Canadian securities laws.

The foregoing summary is qualified in its entirety by the provisions of the respective documents. Copies of the fairness opinion of KSV and a description of the various factors considered by the special committee and the REIT board in their determination to approve the transaction, as well as other relevant background information, will be included in the information circular. Copies of the information circular, the arrangement agreement, the plan of arrangement, the voting support agreements and certain related documents will be filed with the applicable Canadian securities regulators and will be available on SEDAR+.

Advisers

Bennett Jones LLP acted as legal adviser to Clarke. Voorheis & Co. LLP and Thornton Grout Finnigan LLP acted as legal advisers to the special committee and board of trustees of the REIT, and KSV Advisory Inc. acted as financial adviser to the special committee and board of trustees of the REIT.

About Clarke Inc.

Clarke is a real estate company with holdings across real estate sectors -- primarily residential, furnished suites and hospitality. Clarke's common shares trade on the TSX.

About Ravelin Properties REIT

Ravelin Properties owns and operates a portfolio of well-located commercial real estate assets in North America and Europe. The majority of the REIT's portfolio comprises government and high-quality credit tenants.

We seek Safe Harbor.