BLUE RIDGE REAL ESTATE CO

On November 25, 2013, Blue Ridge filed with the Securities and Exchange Commission (the “SEC”)  a Schedule 13E-3 Transaction Statement and accompanying Offer to Purchase, as amended by First Amendment (the “First Amendment”) dated December 26, 2013, as amended by Second Amendment (the “Second Amendment”) dated January 6, 2014, as amended by Third Amendment (the “Third Amendment”) dated January 10, 2014, and as amended by the Fourth Amendment (the “Fourth Amendment”) dated January 17, 2014, notifying shareholders that the Company is offering to purchase for cash, all of its common shares held by holders of 99 or fewer shares of Blue Ridge as of November 21, 2013 at a purchase price of $11.00 per share. The Offer price represents a premium of approximately 37% to the closing price of the Company’s common shares of $8.00 on the OTC Markets as of the close of business on November 20, 2013. In addition to the $11.00 per share purchase price, Blue Ridge is offering each tendering holder of 99 or fewer shares a $100 bonus upon completion of the Offer for properly executed tenders of all shares beneficially owned by such holder which are received and not withdrawn prior to the Expiration Time of the Offer. In connection with the Offer, if the results of the Offer allow, Blue Ridge intends to deregister its common shares with the SEC and take the Company private.  The Offer was set to expire on January 17, 2014. As disclosed in the Fourth Amendment, on January 17, 2014, the Board of Directors made the decision to extend the offer to purchase until February 7, 2014.

Mark Dawejko, age 51, currently serves as a director of Black Cypress Land Company, LLC; Tunbridge Angel Fund I, LLC and Dawejko Family Investment Company, LLC.  He serves as a private investor who primarily focuses on real estate and venture capital opportunities since he founded his firm based in Haverford, Pennsylvania in March 2009.  Mr. Dawejko has held directorships from 2007 to 2009 with KW Residential and KWI Management, a Tokyo, Japan based owner and operator of real estate.  He served the Investment Banking Division of Wachovia Securities as Managing Director, Head of Real Estate in Japan and as Managing Director in The Structured Finance Group responsible for the eastern half of the United States from April 2002 to March 2009.  He also served as a director from 1999 to 2002 of Storage Development Portfolio, LLC and Storage Acquisition Portfolio, LLC, two joint ventures between General Electric Capital and Storage USA.  Mr. Dawejko was employed by GE Capital Real Estate from 1995 until 2002.  He is a graduate of Rutgers University with a Bachelor’s degree in Accounting and is a Certified Public Accountant in Pennsylvania (inactive license).   The Boards have determined that Mr. Dawjeko’s experience as a private investment manager, managing director of real estate, accountant and business owner has provided him with valuable experience and qualifies him to be a member of the Board.

Frederick N. Kurz, Jr., age 59, is Vice President and General Manager of Kimco Realty Corporation where he has held various new business and operations positions since joining the company in 2001.  Mr. Kurz helped initiate Kimco’s Preferred Equity investment program and later assumed leadership of the Kimco Select investment program, where he had responsibility for developing a large investment portfolio encompassing multiple asset classes with numerous joint venture partners.  Mr. Kurz’s current responsibilities include oversight of both the Structured Investments and the Risk Management/Large Transactions departments at Kimco Realty Corporation.  Mr. Kurz served as a Senior Vice President at GE Capital Real Estate in various new business development positions prior to joining Kimco in 2001.  Mr. Kurz is also a licensed professional land planner in the State of New Jersey.  Mr. Kurz holds an MBA from the Kellogg School of Management at Northwestern University, a Master of Regional Planning degree from the University of Pennsylvania, a Master of Arts in Geography from Temple University, and a Bachelor of Arts degree from Mansfield University.  The Boards have determined the Mr. Kurz’s experience in mergers and acquisitions, finance, investment and risk management qualifies him to be a member of the Board.

   On October 31, 2013, Big Boulder merged with and into Blue Ridge, and pursuant to the merger (i) each issued and outstanding common share of Big Boulder was canceled and converted automatically into the right to receive one post-merger Blue Ridge common share; (ii) each issued and outstanding common share of Blue Ridge was canceled and converted automatically into the right to receive one post-merger Blue Ridge common share; (iii) Blue Ridge adopted Amended and Restated Articles of Incorporation which set forth, among other things, that (x) the number of authorized shares of common stock of Blue Ridge increased to 6,000,000, (y) the shares of Blue Ridge are uncertificated, and (z) immediately after the merger effective time, every two outstanding post-merger Blue Ridge common shares were combined into and automatically became one post-merger Blue Ridge common share.  The number of shares of treasury stock remain at 282,018 capital shares in treasury.  Following the merger, on November 1, 2013, shares of Blue Ridge ceased trading on the OTC Markets under the symbol “BLRGZ” and began trading on the OTC Markets under the temporary symbol “BRRED,” and on December 2, 2013 began trading on the OTC Markets under the symbol “BRRE.” The merger had no effect on the previously issued financial statement amounts. For this reason, the financial statements set forth herein are being presented for all relevant periods as combined financial statements of Blue Ridge and Big Boulder.

Blue Ridge was formerly party to a Security Combination Agreement with Big Boulder Corporation, a Pennsylvania corporation (“Big Boulder”), pursuant to which the shares of Big Boulder could only be transferred with an equal number of shares of Blue Ridge, and vice versa.  On October 31, 2013, Big Boulder merged with and into Blue Ridge, and pursuant to the merger (i) each issued and outstanding common share of Big Boulder was canceled and converted automatically into the right to receive one post-merger Blue Ridge common share; (ii) each issued and outstanding common share of Blue Ridge was canceled and converted automatically into the right to receive one post-merger Blue Ridge common share; (iii) Blue Ridge adopted Amended and Restated Articles of Incorporation which set forth, among other things, that (x) the number of authorized shares of common stock of Blue Ridge increased to 6,000,000, (y) the shares of Blue Ridge are uncertificated, and (z) immediately after the merger effective time, every two outstanding post-merger Blue Ridge common shares were combined into and automatically became one post-merger Blue Ridge common share.  Following the merger, on November 1, 2013, shares of Blue Ridge ceased trading on the OTC Bulletin Board under the symbol “BLRGZ” and began trading on the OTC Markets under the temporary symbol “BRRED,” and on December 2, 2013 began trading on the OTC Markets under the symbol “BRRE.”