CLARKE INC. ENTERS INTO AGREEMENT TO ACQUIRE RAVELIN PROPERTIES REIT

HALIFAX, NS, March 27, 2026 /CNW/ - Clarke Inc. (TSX: CKI) ("Clarke") and Ravelin Properties REIT (TSX: RPR.UN) ("Ravelin" or the "REIT") are pleased to announce that they have entered into an arrangement agreement (the "Arrangement Agreement"), pursuant to which Clarke has agreed to acquire all of the outstanding units of the REIT (the "REIT Units") and all 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") by way of a Court (as defined below) approved plan of arrangement (the "Transaction"). 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 (the "REIT Unitholders") will receive approximately 0.582 common shares of Clarke (each, a "Clarke Share") for each 1,000 REIT Units held; (ii) holders of REIT Debentures (the "REIT Debentureholders" and, together with REIT Unitholders, "REIT Securityholders") 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% to the 20-day volume-weighted average trading price of the REIT Debentures, and a premium of 171% to the closing price of the REIT Debentures on the Toronto Stock Exchange ("TSX") on March 26, 2026, the day prior to this announcement.

As previously disclosed, the REIT, led by an independent committee of its trustees (the "Special Committee"), has been evaluating available alternatives to address its continuing financial difficulties, including the current defaults on its existing indebtedness and its ongoing 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 advisors 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 2,500,000 Clarke Shares as part of the Transaction, representing approximately 19.3% of the outstanding Clarke Shares. Upon completion of the Transaction, existing Clarke Shareholders and REIT Securityholders will own approximately 83.8% and 16.2% 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. ("G2S2") has agreed to extend the forbearance period on certain loans of the REIT held by G2S2 to June 1, 2026 (the "Forbearance Extensions"). In connection with the Forbearance Extensions, the REIT has agreed to, if requested by G2S2, commence proceedings under the Companies' Creditors Arrangement Act (the "CCAA Proceedings") under which G2S2 or its affiliate will implement a credit bid or similar transaction, if, (i) Debentureholders holding 50% 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%, a cumulative growth of nearly 1,200%;
• Significant G&A 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"). 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 (the "Voting Support Agreements").

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 $157,950,000 principal amount of REIT Debentures, plus accrued interest, being exchanged for Clarke Shares. The pro-forma entity is anticipated to have loan-to-value ratio (LTV) of approximately 68.5%, significantly lower than the REIT's December 31, 2025, LTV 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 track 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% 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; and
• 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 track 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 2,500,000 common shares substantially increases Clarke's public float and improves trading liquidity; and
• 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 (the "Plan of Arrangement").

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 (the "Unitholder Meeting"); 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 (the "Debentureholder Meeting" and together with the Unitholder Meeting, the "REIT Meetings").

REIT Debentureholders ("Early Consenting Debentureholders") who, by 5:00 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) (the "Court") 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. ("KSV") 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 was 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 (the "Information Circular").

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 $1,000,000 payable by the REIT to Clarke if it accepts a superior proposal and in certain other specified circumstances. Each of the REIT and Clarke have 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+ at www.sedarplus.ca.

Advisors

Bennett Jones LLP acted as legal advisor to Clarke. Voorheis & Co. LLP and Thornton Grout Finnigan LLP acted as legal advisors to the Special Committee and Board of Trustees of the REIT and KSV Advisory Inc. acted as financial advisor to the Special Committee and Board of Trustees of the REIT.

About Clarke Inc.

Clarke Inc. is a real estate company with holdings across real estate sectors – primarily residential, furnished suites and hospitality. Clarke's common shares (CKI) trade on the Toronto Stock Exchange. Further information about Clarke is available on SEDAR+ at www.sedarplus.ca and www.clarkeinc.com.

About Ravelin Properties REIT

Ravelin Properties 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

This news release contains "forward-looking information" within the meaning of applicable securities laws in Canada. Forward-looking information may relate to Clarke's and the REIT's future business, financial outlook and anticipated events or results and may include information regarding their financial position, business strategy, growth strategies, addressable markets, market share, budgets, operations, financial results, taxes, operating environment, business plans and objectives. Particularly, information regarding the companies' expectations of future results, upside, performance, growth, achievements, prospects or opportunities or the markets in which they operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "budget", "estimates", "outlook", "financial outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding possible future events or circumstances, 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 may include, among other things, the impact of the Transaction and expected benefits of the Transaction; the proposed acquisition of the REIT by Clarke and terms and structure thereof; the anticipated timing of the Unitholder Meeting and Debentureholder Meeting; the anticipated timing for the completion of the Transaction; the expectation 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, and other statements that are not historical fact. 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 their respective management and board of directors or board of trustees, as applicable, as of the date hereof, the Transaction will be completed on terms and timing currently contemplated, all conditions to the completion of the Transaction will be satisfied or waived and the Arrangement Agreement will not be terminated prior to the completion of the Transaction, and assumptions and expectations related to premiums to the trading price of the REIT Units and REIT Debentures, returns to the REIT Unitholders and the timely and effective integration of the businesses. Clarke and the REIT caution 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 the control of Clarke or the REIT, and there is no assurance that they will prove correct. Forward‐looking statements also involve significant known and unknown risks and uncertainties. Many factors could cause actual results, performance or achievement to be materially different from any future forward‐looking statements. Factors that may cause such differences include, but are not limited to, changes to general economic, market and business conditions; Clarke's and the REIT's future financial and operating performance; the ability of Clarke and the REIT to complete the Transaction; the divesture of certain market and real estate segments; Clarke's and the REIT's ability to provide a return on investment; Clarke's and the REIT's ability to maintain a strong financial position and manage costs; the ability of Clarke and the REIT to maximize the utilization of their existing assets and investments; and that the completion of the Transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the Arrangement Agreement. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the Transaction. There is a risk that some or all the expected benefits of the Transaction may fail to materialize or may not occur within the time periods anticipated by Clarke and the REIT. Material risks that could cause actual results to differ from forward‐looking statements also include the inherent uncertainty associated with the financial and other projections; the prompt and effective integration of the combined entity; the ability to achieve the anticipated synergies and value‐creation contemplated by the Transaction; the risk associated with Clarke's and the REIT's ability to obtain the approvals required to consummate the Transaction and the timing of the closing of the Transaction, including the risk that the conditions to the Transaction are not satisfied on a timely basis or at all; the risk that a consent or authorization that may be required for the Transaction is not obtained or is obtained subject to conditions that are not anticipated; the outcome of any legal proceedings that may be instituted against the parties and others related to the Arrangement Agreement; unanticipated difficulties or expenditures relating to the Transaction, the response of business partners and retention as a result of the announcement and pendency of the Transaction; risks relating to the value of Clarke Shares to be issued in connection with the Transaction; the impact of competitive responses to the announcement of the Transaction; and the diversion of management time on transaction‐related issues. Consequently, there can be no assurance that the actual results or developments anticipated by Clarke or the REIT (including the Transaction and impact or benefits related thereto) will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Clarke, the REIT, their respective securityholders, or the future results and performance of Clarke and the REIT. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release, see Clarke's financial statements for the year ended December 31, 2025 and related MD&A and the Annual Information Form dated March 3, 2026 and the REIT's financial statements, related MD&A and Annual Information Form for the most recent financial year, each available on SEDAR+ (www.sedarplus.ca) under the respective company'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 Clarke and/or the REIT.

SOURCE Clarke Inc.

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