18:45:48 EDT Mon 25 May 2026
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Ravelin Properties REIT Unitholders and Debentureholders Approve Plan of Arrangement with Clarke Inc.

2026-05-25 16:08 ET - News Release

Toronto, Ontario--(Newsfile Corp. - May 25, 2026) - Ravelin Properties REIT (TSX: RPR.UN) (the "REIT") is pleased to announce that the holders (the "REIT Unitholders") of units of the REIT and the 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 (collectively, the "REIT Debentures") have approved the proposed plan of arrangement (the "Arrangement") with Clarke Inc. ("Clarke") at the special meeting of REIT Unitholders (the "REIT Unitholder Meeting") and at the special meeting of REIT Debentureholders (the "REIT Debentureholder Meeting") held earlier today.

At the REIT Unitholder Meeting, a special resolution approving the Arrangement was approved by 68.69% of the votes cast by REIT Unitholders present in person or represented by proxy at the REIT Unitholder Meeting. At the REIT Debentureholder Meeting, a special resolution approving the Arrangement was approved by holders of 98.20% of the aggregate principal amount of REIT Debentures present in person or represented by proxy at the REIT Debentureholder Meeting.

The resolutions approving the Arrangement required the approval of at least (i) two-thirds (66 ⅔%) of the votes cast by the REIT Unitholders present in person or represented by proxy at the REIT Unitholder Meeting, and (ii) two-thirds (66 ⅔%) of the aggregate principal amount of REIT Debentures present in person or represented by proxy at the REIT Debentureholder Meeting, respectively.

Additional details of the voting results will be included in a report of voting results filed on SEDAR+ (www.sedarplus.ca) under the REIT's issuer profile.

The Arrangement is expected to become effective on or about May 29, 2026 (the "Effective Date"), subject to, among other things, the REIT obtaining a final order (the "Final Order") from the Ontario Superior Court of Justice (Commercial List) (the "Court") approving the Arrangement, approval of the Toronto Stock Exchange and the satisfaction or waiver of certain other customary closing conditions. The Final Order hearing is scheduled to take place on May 27, 2026.

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 timing and ability of the REIT to complete the Arrangement; stock exchange and Court approval of the Arrangement; the scheduled Final Order hearing; the timing and ability of the REIT to obtain the Final Order; the ability of the REIT and Clarke to satisfy the conditions precedent to completing the Arrangement; the expected Effective Date; and other statements that are not historical fact.

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 and 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.

For Further Information

Investor Relations
Tel: +1 647 792 6060
Email: ir@ravelinreit.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/298774

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