Halifax, Nova Scotia and Toronto, Ontario--(Newsfile Corp. - May 29, 2026) - Clarke Inc. (TSX: CKI) ("Clarke") and Ravelin Properties REIT (TSX: RPR.UN) (the "REIT") are pleased to announce the successful completion of Clarke's previously-announced acquisition of the REIT by way of plan of arrangement (the "Arrangement").

Pursuant to the Arrangement, Clarke issued an aggregate 2,500,000 common shares in the capital of Clarke (the "Clarke Shares") to acquire all of the outstanding units of the REIT (the "REIT Units") and all of the outstanding 9.00% convertible unsecured subordinated debentures, 5.50% convertible unsecured subordinated debentures and 7.50% convertible unsecured subordinated debentures (collectively, the "REIT Debentures"). The REIT Debentures were cancelled in connection with closing of the Arrangement. The aggregate consideration (the "Consideration") represented approximately 19.3% 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, in order 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 DRS 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 Inc., 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 (the "TSX") are expected to be delisted from the TSX within three business days (the "Delisting"). 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 that 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 (the "Circular"), which is available on SEDAR+ (www.sedarplus.ca) 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 Inc., including extending the maturity date to December 31, 2027 and reducing the interest rate to 6.0%, 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% of the issued and outstanding REIT Units.

Holders of REIT Units received approximately 0.582 Clarke Shares 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 at www.sedarplus.ca. To obtain a copy of the early warning report, please contact Clarke, 168 Hobsons Lake Drive, Suite 300 Halifax, NS B3S 0G4, Attention: Tom Casey, Chief Financial Officer of Clarke, (902) 420-6446.

Clarke's head office is located at 168 Hobsons Lake Drive, Suite 300, Halifax, NS B3S 0G4.

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% 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 ("MI 61-101") 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% of Clarke's market capitalization. A material change report related to the foregoing interest will be available on Clarke's SEDAR+ profile at www.sedarplus.ca. 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.

Advisors

Bennett Jones LLP acted as legal advisor to Clarke. Seacombe Partners LLP (formerly Voorheis & Co. LLP) and Thornton Grout Finnigan LLP acted as legal advisors to the REIT Special Committee and the REIT Board. KSV Advisory Inc. acted as financial advisor to the REIT Special Committee and the REIT Board.

About Clarke Inc.

Clarke Inc. is a real estate company with holdings across real estate sectors - primarily residential, furnished suites and hospitality. The Clarke Shares (CKI) trade on the TSX. Further information about Clarke is available on SEDAR+ at www.sedarplus.ca and www.clarkeinc.com.

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 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.

Cautionary Note - 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 quality of service and product offering to be provided by the combined company; the ability for the combined company to get deals done across markets; the expected momentum and opportunities for the combined company; the timing of the receipt of the Consideration payable to holders of REIT Units and REIT Debentures; the timing and ability of the REIT to cause the REIT Units and the REIT Debentures to be delisted from the TSX; and the timing and ability of the REIT to submit an application and obtain an order that it has ceased to be a reporting issuer and to terminate its public reporting requirements.

Although Clarke and the REIT believe 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 Clarke and the REIT, and its respective management and board of directors or board of trustees, as applicable, as of the date hereof. Clarke and 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 their 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 Clarke and the REIT will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Clarke and the REIT, its shareholders or unitholders, as applicable, or the future results and performance of the combined company. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release, see the Circular available on SEDAR+ (www.sedarplus.ca) under the REIT's issuer profile.

Readers, therefore, should not place undue reliance on any such forward-looking statements. The forward-looking information and statements in this news release are based on beliefs and opinions of Clarke and 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 Clarke and the REIT disavow and disclaim 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 combined company.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/299370