Clarke Inc. — M&A Activity 2026

Apr 6, 2026

Form 51-102F3
Material Change Report

Item 1. Name and Address of Company
Clarke Inc. ("Clarke")
168 Hobsons Lake Drive, Suite 300
Beechville, Nova Scotia, B3S 0G4

Item 2. Date of Material Change
March 26, 2026

Item 3. News Release
Clarke and Ravelin Properties REIT (the "REIT") issued a joint news release with respect to the material change on March 27, 2026 through the facilities of Canada Newswire and subsequently filed a copy of the news release on SEDAR+ at www.sedarplus.ca under Clarke's issuer profile.

Item 4. Summary of Material Change
On March 26, 2026, Clarke, 17732538 Canada Inc., a wholly-owned subsidiary of Clarke (the "Purchaser"), the REIT and 17732571 Canada Inc., a wholly-owned subsidiary of the REIT ("ArrangementCo"), entered into an arrangement agreement (the "Arrangement Agreement"), pursuant to which the Purchaser agreed to acquire all of the outstanding units of the REIT ("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-approved plan of arrangement under the Canada Business Corporations Act (the "Transaction").

Pursuant to the Arrangement Agreement, (i) holders of the REIT Units (the "REIT Unitholders") will receive 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 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.

Item 5.1. Full Description of Material Change

Summary of Arrangement
On March 26, 2026, Clarke, the Purchaser, the REIT and ArrangementCo entered into the Arrangement Agreement, pursuant to which the Purchaser agreed to acquire all of the REIT Units and all of the REIT Debentures by way of a court-approved plan of arrangement under the Canada Business Corporations Act.

Pursuant to the Arrangement Agreement, (i) REIT Unitholders will receive 0.582 Clarke

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Shares for each 1,000 REIT Units held; (ii) REIT Debentureholders will receive 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.

Clarke expects to issue 2,500,000 Clarke Shares as part of the Transaction, representing approximately 19.3% of the currently issued and outstanding Clarke Shares. Upon completion of the Transaction, existing shareholders of Clarke and REIT Securityholders are expected to own approximately 83.8% and 16.2% of the issued and outstanding Clarke Shares, respectively.

Transaction Approvals

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 and 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) and the satisfaction of other customary closing conditions, including approval of the Toronto Stock Exchange (the "TSX").

Special Committee and Board Approvals

The REIT board of trustees (the "REIT Board"), having received a unanimous recommendation from an independent committee of its trustees (the "Special Committee"), unanimously determined that the Transaction is fair and reasonable and in the best interests of the REIT and unanimously recommended that REIT Unitholders and REIT Debentureholders vote in favour of the Transaction (in each case, subject to recusals).

The Special Committee's recommendation, after receiving outside legal and financial advice, was the culmination of a review pursuant to its mandate to evaluate the Transaction and strategic alternatives reasonably available to the REIT.

In making their respective determinations, the REIT Board and the Special Committee

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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").

The board of directors of Clarke unanimously approved the Transaction (subject to recusals).

Certain Other Terms of the Arrangement

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 the Purchaser if it accepts a superior proposal and in certain other specified circumstances. Each of the REIT, ArrangementCo, the Purchaser 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.

Voting Support Agreements

Unconflicted trustees 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, held directly or indirectly, in favour of the Transaction.

Closing

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.

Forbearance Extensions

In connection with the Transaction, G2S2 Capital Inc. ("G2S2") 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 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) REIT Debentureholders holding 50% or more of the aggregate principal amount of REIT Debentures outstanding have not

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  consented to the Transaction on or before the Early Consent Deadline; 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.

Additional Information

Further details regarding the terms of the Transaction are set out in the Arrangement Agreement, which is available on SEDAR+ at www.sedarplus.ca under Clarke's issuer profile.

Additional information regarding the Transaction and the background to the Transaction will be provided in the Information Circular, which will be filed on SEDAR+ at www.sedarplus.ca under the REIT's issuer profile in due course.

Item 5.2. Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

Tom Casey
Chief Financial Officer
(902)-420-6446

Item 9. Date of Report

April 6, 2026

FORWARD-LOOKING STATEMENTS

This material change report may contain forward-looking statements (within the meaning of applicable securities laws) which reflect Clarke's current expectations regarding future events. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. The forward-looking statements in this material change report include, but are not limited to, statements regarding the proposed acquisition of the REIT by Clarke and terms and structure thereof; the anticipated REIT Meetings and filing and mailing of the Information Circular; the anticipated timing for the completion of the Transaction; the anticipated ownership following completion of the Transaction; the anticipated approvals in respect of the Transaction; the ability of the REIT and Clarke to satisfy conditions to closing 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

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fact.

The forward-looking statements in this material change report are based on a number of key expectations and assumptions made by Clarke including, without limitation, that: the Transaction will be completed on the terms currently contemplated, the Transaction will be completed in accordance with the timing currently expected, 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. Although the forward-looking statements contained in this material change report are based on what Clarke's management believes to be reasonable assumptions, Clarke cannot assure investors that actual results will be consistent with such statements.

The forward-looking statements in this material change report are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Several factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Such factors include, among others: the Transaction not being completed in accordance with the terms currently contemplated or the timing currently expected, or at all, expenses incurred by Clarke in connection with the Transaction that must be paid by Clarke in whole or in part regardless of whether or not the Transaction is completed, the conditions to the Transaction not being satisfied by Clarke and the REIT, currency fluctuations, disruptions or changes in the credit or security markets, results of operations, and general developments, market and industry conditions. Additional factors are identified in Clarke's annual information form for the year ended December 31, 2025 and most recent Management's Discussion and Analysis, each of which is available on SEDAR+ at www.sedarplus.ca under Clarke's issuer profile.

Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Transaction will be completed or that it will be completed on the terms and conditions contemplated in this material change report. The proposed Transaction could be modified or terminated in accordance with its terms. Further, these forward-looking statements are made as of the date of this material change report and, except as expressly required by applicable law, Clarke assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.