Toronto, Ontario--(Newsfile Corp. - May 13, 2026) - Ravelin Properties REIT (TSX: RPR.UN) (the "REIT") is pleased to announce strong support for its previously announced plan of arrangement (the "Arrangement") with Clarke Inc. The REIT also announces that it has agreed to certain amendments to the Arrangement pursuant to which certain defaults and third-party consents will be deemed to be waived upon the Arrangement becoming effective.

REIT Debentureholder and REIT Unitholder Support

An aggregate 85.3% of 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 voted in favour of a special resolution of REIT Debentureholders approving the Arrangement (the "Debentureholder Arrangement Resolution"). No REIT Debentureholder to date has voted against the Debentureholder Arrangement Resolution. As previously disclosed, REIT Debentureholders who voted in favour of the Debentureholder Arrangement Resolution by 5:00 p.m. (Toronto time) on May 8, 2026 will receive a pro rata allocation of an aggregate 150,000 common shares of Clarke Inc. in respect of the principal amount of REIT Debentures held by each such REIT Debentureholder.

Additionally, 84.1% of the votes cast by holders (the "REIT Unitholders") of units of the REIT (the "REIT Units") to date have been voted in favour of a special resolution of REIT Unitholders approving the Arrangement (the "Unitholder Arrangement Resolution" and together with the Debentureholder Arrangement Resolution, the "Arrangement Resolutions").

REIT Unitholders and REIT Debentureholders will vote on the Arrangement Resolutions at the special meetings of REIT Unitholders and REIT Debentureholders to be held on May 25, 2026 (the "REIT Meetings").

Glass Lewis and ISS Recommend Voting FOR the Arrangement

The REIT also announces that Glass, Lewis & Co. ("Glass Lewis") and Institutional Shareholder Services Inc. ("ISS") have each recommended that REIT Unitholders and REIT Debentureholders vote FOR the respective Arrangement Resolution.

Glass Lewis and ISS are leading independent proxy voting and corporate governance advisory firms whose recommendations may influence how certain pension funds, investment managers, mutual funds, and other institutional shareholders vote.

Amendment to Plan of Arrangement

The REIT also announces an amendment in respect of the Arrangement (the "Amendment"). The Amendment provides for the waiver of any and all (i) defaults resulting from the Arrangement, and (ii) third party change of control provisions that may be triggered by the implementation of the Arrangement, other than from secured lenders of the REIT and its subsidiaries (collectively, the "Waiver"). The Amendment 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 interim order granted by the Ontario Superior Court of Justice (Commercial List) (the "Court") in respect of the Arrangement provides for a limited stay of proceedings in favour of the REIT and its subsidiaries in respect of any defaults resulting from the Arrangement, other than from secured lenders of the REIT and its subsidiaries. As part of the final approval by the Court of the Arrangement, the REIT will seek a permanent Waiver.

In addition to obtaining the approval of REIT Unitholders and REIT Debentureholders at the REIT Meetings and the final order of the Court, completion of the Arrangement remains subject to 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 REIT Meetings; securityholder, stock exchange and Court approval of the Arrangement; Court approval of the Waiver; 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/297415

Source: Ravelin Properties REIT