Toronto, Ontario--(Newsfile Corp. - April 24, 2026) - Ravelin Properties REIT (TSX: RPR.UN) (the "REIT") is pleased to announce that it has filed and is in the process of mailing its management information circular (the "Circular") and related materials in connection with the REIT's upcoming special meetings of REIT Unitholders and REIT Debentureholders (each as defined below), to be held on May 25, 2026, in respect of its previously announced plan of arrangement (the "Arrangement") with Clarke Inc. ("Clarke"). The Circular is available on SEDAR+ (www.sedarplus.ca) under the REIT's issuer profile as well as on the REIT's website at https://ravelinreit.com/investors/annual-meeting-materials/.

The REIT Meetings

The special meeting of the holders (the "REIT Unitholders") of units of the REIT (the "REIT Units") will be held on May 25, 2026 at 10:00 a.m. (Toronto Time) (the "REIT Unitholder Meeting"), and the special meeting of 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") will be held on May 25, 2026 at 10:30 a.m. (Toronto Time) (the "REIT Debentureholder Meeting" and, together with the REIT Unitholder Meeting, the "REIT Meetings"). The REIT Meetings will be held in person at the Bennett Jones offices located at 100 King St W, Toronto ON M5X 1A4.

The REIT Meetings are being held to consider and, if deemed advisable, pass a special resolution of REIT Unitholders (the "Unitholder Arrangement Resolution") and a special resolution of REIT Debentureholders (the "Debentureholder Arrangement Resolution" and, together with the Unitholder Arrangement Resolution, the "Arrangement Resolutions"), 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 shares of Clarke (each, a "Clarke Share") 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 ⅔%) 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 ⅔%) 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) (the "Early Consent Deadline"), 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 (the "Early Consenting Debentureholder Consideration").

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 at the telephone number or email address below.

Board Recommendation

The REIT's board of trustees (the "REIT Board"), 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) (the "CCAA").

• 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 timeframe, 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 to 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 $157,950,000 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% 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 track record of value creation through complex situations.

• Premium for REIT Debentureholders. The consideration to be received by REIT Debentureholders delivers 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 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% of the REIT Units and 54% 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 (collectively, the "REIT Securityholders") are encouraged to read the Circular in its entirety and vote well in advance of the proxy cut-off times of 10:00 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 email 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) (the "Court") has granted an interim order dated April 22, 2026 (the "Interim Order"). 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 (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 Arrangement; the mailing of the Circular and related materials; the REIT Meetings; the Early Consent Deadline and the Early Consenting Debentureholder Consideration; securityholder, stock exchange and Court approval of the Arrangement; the ability of the REIT to complete the Arrangement; and the ability of the REIT to satisfy the conditions precedent to completing the Arrangement.

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, 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/294093

Source: Ravelin Properties REIT