Mr. Tom Casey of Clarke reports

CLARKE INC. COMPLETES ACQUISITION OF RAVELIN PROPERTIES REIT

Clarke Inc. and Ravelin Properties REIT have completed Clarke's previously announced acquisition of the real estate investment trust by way of plan of arrangement.

Pursuant to the arrangement, Clarke issued an aggregate 2.5 million common shares in the capital of Clarke to acquire all of the outstanding units of the REIT and all of the 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. The REIT debentures were cancelled in connection with closing of the arrangement. The aggregate consideration represented approximately 19.3 per cent of the currently issued and outstanding Clarke shares prior to the closing of the arrangement.

"We are excited to welcome the Ravelin team and begin this next chapter together. The acquisition adds an outstanding commercial real estate portfolio to Clarke. These are top-tier properties in their respective markets, and we are confident in the quality of service and product offering we can provide to both existing and prospective tenants. We are open for business, and look forward to working quickly and flexibly to get deals done across these markets," said Tom Casey, chief financial officer of Clarke. "In addition, given the strength of Clarke's credit profile and balance sheet, the REIT was able to successfully renegotiate terms with its primary lending partner, securing a significantly improved interest rate and maturity extension. This represents an important first step and, in many ways, is symbolic of the positive momentum and opportunities we expect to follow for the combined company."

Registered holders of REIT units and REIT debentures are reminded that, to receive the consideration in exchange for their REIT units and REIT debentures, they must complete, sign and return a letter of transmittal to Computershare Investor Services Inc., in its capacity as depositary under the arrangement, together with the certificate(s) or direct registration system advice(s) representing their REIT units or REIT debentures. If you have any questions or require further information regarding the procedures for receiving the consideration, please contact Computershare Investor Services by telephone at 1-800-564-6253 or by e-mail at corporateactions@computershare.com.

Non-registered holders of REIT units and REIT debentures should receive the consideration to which they are entitled under the arrangement directly in their brokerage accounts. Non-registered holders of REIT units and REIT debentures should contact their broker or other intermediary if they have any questions or require further information regarding the procedures for receiving the consideration to which they are entitled under the arrangement.

As a result of the completion of the arrangement, the REIT units and the REIT debentures that currently trade on the Toronto Stock Exchange are expected to be delisted from the TSX within three business days. Accordingly, the REIT units and the REIT debentures will continue to be listed on the TSX for up to three business days following completion of the arrangement. Any person who acquires REIT units and the REIT debentures on the TSX on or after the date hereof and prior to the delisting will be entitled to receive only the consideration.

The REIT will also submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations. Further details regarding the arrangement are set out in the REIT's management information circular dated April 24, 2026 which is available on SEDAR+ under the REIT's issuer profile.

In connection with the completion of the arrangement, G2S2 Capital Inc. agreed to renegotiated terms of certain loans of the REIT held by G2S2 Capital, including extending the maturity date to Dec. 31, 2027, and reducing the interest rate to 6.0 per cent, reflecting the significantly improved credit profile and market positioning of the combined entity.

Required early warning report information

Prior to completion of the arrangement, Clarke did not have beneficial ownership of, or control or direction over, any REIT units. Upon completion of the arrangement, Clarke beneficially owns, or exercises control or direction over, 4,296,105,090 REIT units in aggregate, representing 100 per cent of the issued and outstanding REIT units.

Holders of REIT units received approximately 0.582 Clarke share for each 1,000 REIT units held.

An early warning report will be filed in accordance with applicable securities laws and will be available on the REIT's SEDAR+ profile. To obtain a copy of the early warning report, please contact Clarke at 168 Hobsons Lake Dr., Suite 300, Halifax, N.S., B3S 0G4, attention: Tom Casey, chief financial officer of Clarke, or at 902-420-6446.

Insider participation

Certain directors of Clarke were issued an aggregate 180,690 Clarke shares pursuant to the arrangement in their capacity as beneficial holders of REIT units and/or REIT debentures, representing an aggregate 1.17 per cent of outstanding Clarke shares following closing of the arrangement. The arrangement constitutes a related-party transaction for Clarke as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transaction) due to the foregoing interest.

The arrangement is exempt from the formal valuation and minority approval requirements pursuant to sections 5.5 and 5.7, respectively, of MI 61-101, as the fair market value of the consideration for the arrangement, as it involves interested parties, does not exceed 25 per cent of Clarke's market capitalization. A material change report related to the foregoing interest will be available on Clarke's SEDAR+ profile. Clarke did not file a material change report 21 days prior to closing of the arrangement, as the number of Clarke shares to be issued to the directors of Clarke had not been confirmed at that time and Clarke wished to close the arrangement as soon as practicable for sound business reasons.

Advisers

Bennett Jones LLP acted as legal adviser to Clarke. Seacombe Partners LLP (formerly Voorheis & Co. LLP) and Thornton Grout Finnigan LLP acted as legal advisers to the REIT special committee and the REIT board. KSV Advisory Inc. acted as financial adviser to the REIT special committee and the REIT board.

About Clarke Inc.

Clarke is a real estate company with holdings across real estate sectors -- primarily residential, furnished suites and hospitality. The Clarke shares (CKI) trade on the Toronto Stock Exchange.

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 is composed of government and high-quality credit tenants.

We seek Safe Harbor.