An anonymous director reports

RAVELIN PROPERTIES REIT ANNOUNCES FILING OF MEETING MATERIALS AND RECEIPT OF INTERIM ORDER IN RESPECT OF PLAN OF ARRANGEMENT WITH CLARKE INC.

Ravelin Properties REIT has filed and is in the process of mailing its management information circular and related materials in connection with the REIT's coming special meetings of REIT unitholders and REIT debentureholders, to be held on May 25, 2026, in respect of its previously announced plan of arrangement with Clarke Inc. The circular is available on SEDAR+ under the REIT's issuer profile as well as on the REIT's website.

The REIT meetings

The special meeting of the holders of units of the REIT will be held on May 25, 2026, at 10 a.m. Toronto time, and the special meeting of the holders 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 will be held on May 25, 2026, at 10:30 a.m. Toronto time. The REIT meetings will be held in person at the Bennett Jones offices located at 100 King St. W, Toronto, Ont., M5X 1A4.

The REIT meetings are being held to consider and, if deemed advisable, pass a special resolution of REIT unitholders and a special resolution of REIT debentureholders, respectively, in each case approving the arrangement, pursuant to which Clarke, through its wholly owned subsidiary, will acquire all of the outstanding REIT units and all of the outstanding REIT debentures. Pursuant to the arrangement: (i) REIT unitholders will receive approximately 0.582 common share of Clarke for each 1,000 REIT units held; (ii) REIT debentureholders 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.

The arrangement resolutions require the approval of at least: (i) two-thirds (66-2/3rds per cent) of the votes cast by REIT unitholders present in person or represented by proxy at the REIT unitholder meeting, in respect of the unitholder arrangement resolution; and (ii) two-thirds (66-2/3rds per cent) of the aggregate principal amount of REIT debentures present in person or represented by proxy at the REIT debentureholder meeting, in respect of the debentureholder arrangement resolution. However, the REIT has reserved the right to seek a final order of the court approving the arrangement even if one or both of the arrangement resolutions does not receive these approval thresholds.

Early consenting debentureholder consideration

REIT debentureholders (early consenting debentureholders) who, by 5:00 p.m. Toronto time on May 8, 2026, being the date that is 14 days following the date on which the circular is filed under the REIT's issuer profile on SEDAR+ (or such later date as may be agreed upon by the parties to the arrangement), have voted in favour of the debentureholder arrangement resolution, and, if applicable, the unitholder arrangement resolution, at the REIT meetings, by executing an early consent and proxy form, 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.

For any questions about the early consenting debentureholder consideration or for assistance with voting before the early consent deadline by executing and submitting an early consent and proxy form, please contact Sodali & Co.

Board recommendation

The REIT's board of trustees, having received a unanimous recommendation from a special committee of independent trustees, 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.

Reasons to vote for the arrangement resolutions:

• Immediate insolvency and enforcement risk: The REIT is experiencing critical and accelerating financial difficulties. The REIT has defaulted under substantially all of its material indebtedness, with approximately $950-million of debt currently in default. Substantially all of the REIT's indebtedness is either immediately due and payable or capable of being accelerated. The REIT is presently unable to service its debt obligations in the ordinary course and has disclosed material uncertainty regarding its ability to continue as a going concern. Absent a comprehensive transaction, the REIT is expected to face imminent enforcement action by its secured creditors, including the potential appointment of a receiver, or it may be required to commence proceedings under the Companies' Creditors Arrangement Act (Canada).
• Limited forbearance and urgency of transaction: The REIT is currently operating under temporary forbearance arrangements with its principal secured lender, G2S2 Capital Inc., that are expected to expire in the near term. The impending expiry of these forbearance arrangements creates a high degree of urgency. In the absence of a completed transaction within the available time frame, the REIT expects that enforcement proceedings will be commenced, which would likely result in a rapid and value-destructive restructuring or liquidation process.
• Alternative to insolvency: The arrangement represents an alternative to insolvency proceedings. REIT securityholders (as defined below) will retain an indirect interest in the business of the REIT through the consideration to be received under the arrangement in the form of Clarke shares, as compared with having no realistic prospect of recovery if the REIT were to pursue a restructuring under the CCAA.
• Immediate solution to solvency and leverage challenges: The arrangement offers a pragmatic solution for REIT securityholders by providing immediate liquidity and balance sheet certainty. The arrangement addresses the most significant near-term solvency and leverage challenges the REIT currently faces and provides a pathway to restore portfolio value while meaningfully improving the REIT's capital structure and financial flexibility. The arrangement will result in a material reduction of the REIT's indebtedness, with an aggregate $157.95-million principal amount of REIT debentures, plus accrued interest, being cancelled and exchanged for Clarke shares.
• Participation in future growth: The arrangement also provides long-term upside participation. Under the arrangement, the REIT securityholders will receive Clarke shares in consideration for their REIT units and/or their REIT debentures. 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 the REIT's portfolio. Upon completion of the arrangement, REIT securityholders will own approximately 16.2 per cent of the pro forma company. REIT securityholders will 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 complex situations.
• Premium for REIT debentureholders: The consideration to be received by REIT debentureholders delivers 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 TSX on March 26, 2026, the day prior to the announcement of the arrangement.
• Strong support: The arrangement has been unanimously approved by the board of directors of Clarke and the REIT board, subject to recusals. The REIT board, having received a unanimous recommendation from the REIT special committee, unanimously recommends (subject to recusals) that REIT unitholders and REIT debentureholders vote in favour of the arrangement. In addition, holders of approximately 20 per cent of the REIT units and 54 per cent of the principal amount of 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 or REIT debentures, as applicable, held directly or indirectly, in favour of the arrangement.

How to vote

Only REIT unitholders of record and REIT debentureholders of record as of the close of business on April 13, 2026, will be entitled to vote at the REIT meetings.

REIT unitholders and REIT debentureholders are encouraged to read the circular in its entirety and vote well in advance of the proxy cut-off times of 10 a.m. Toronto time and 10:30 a.m. Toronto time, respectively, on May 21, 2026.

All REIT securityholders are encouraged to vote in advance of the respective REIT meetings by proxy, whether or not a REIT securityholder is intending to attend the REIT meetings in person. Details on how to vote can be found in the circular.

If you have any questions about the information contained in the circular or need assistance with voting, please 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 e-mail at assistance@investor.sodali.com.

Your vote is important -- please vote today.

Receipt of interim order

The REIT is also pleased to announce that the Ontario Superior Court of Justice (Commercial List) has granted an interim order dated April 22, 2026. The interim order authorizes, among other things, the calling and holding of the REIT meetings and other procedural matters related to the arrangement.

In addition to obtaining the approval of REIT securityholders at the REIT meetings, completion of the arrangement remains subject to obtaining the final order of the court, approval of the Toronto Stock Exchange and the satisfaction of other customary closing conditions.

About Ravelin Properties REIT

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 comprises government and high-quality credit tenants.

We seek Safe Harbor.