Subversive Acquisition LP Closes Transaction With InterCure, Israel’s Leading and Fastest-Growing Cannabis Company

InterCure is the Most Well-Capitalized Cannabis Company in Israel and is Positioned to Consolidate the Israeli Market and Further Expand Across Europe

Combined Company led by Chairman and Former Prime Minister of Israel Ehud Barak and CEO Alex Rabinovitch

InterCure has Doubled Revenues Sequentially in Four of the Last Five Quarters; Growth Plans Include Tripling Retail Footprint by 2022

Common Shares of InterCure now Trade on the TSX Under the Symbol “INCR.U” and the TASE Under the Symbol “INCR”

Listing of InterCure’s Shares on NASDAQ Expected in Q2 2021 and Will Trade Under the Symbol “INCR”

InterCure Filed a Confidential 20-F Registration Statement with the SEC Prior to Closing

NEW YORK and TORONTO and HERZLIYA, Israel, April 23, 2021 (GLOBE NEWSWIRE) -- Subversive Acquisition LP (TSX: SVX.U, OTCQX: SBVRF) (“SVX”) a special purpose acquisition company (SPAC), today announced the close of its qualifying transaction to combine with InterCure Ltd. (dba Canndoc) (TASE: INCR), Israel’s leading cannabis company (the “Transaction”). Canndoc, a wholly owned subsidiary of InterCure Ltd., is Israel’s largest licensed cannabis producer and one of the first to offer Good Manufacturing Practices (GMP) certified and pharmaceutical-grade medical cannabis products in pharmacies across the country. Canndoc leverages its market leading distribution network, significant logistics infrastructure, best in class international partnerships and a high-margin vertically integrated strategy to be the most profitable cannabis company in Israel and one of the most profitable globally outside of North America. Canndoc has an EBITDA annualized run rate of greater than US$10 million and positive free cash flow. Furthermore, we believe that Canndoc is well-positioned to capitalize on the adult-use market in Israel, which is expected to be legalized in 2021 or 2022.

Common Shares of InterCure are now listed for trading on the TSX under the symbol "INCR.U" and will continue to be listed on the TASE under the symbol "INCR." SPAC Restricted Voting Units currently trading on the TSX under the symbol “SVX.U” and on the OTCQX under the symbol “SBVRF” will automatically convert to shares of “INCR.U” on the TSX on a one to one ratio. Effective today, holders of Rights trading under the symbol “SVX.RT.U” will automatically convert to shares of “INCR.U” on an eight to one ratio.

InterCure’s NASDAQ listing is expected to occur in Q2 2021 under the symbol “INCR.” InterCure has filed a confidential 20-F registration statement with the Securities and Exchange Commission to facilitate the NASDAQ listing.

Michael Auerbach, Founder of Subversive Capital, said, “With this transaction, InterCure has cemented itself as the clear leader in Israel with the ability to now dominate and consolidate the market as the country prepares for an adult-use regime in 2022.”

InterCure’s Chairman and former Prime Minister of Israel, Ehud Barak, added, “InterCure continues to pave the way for the global cannabis industry, and we are excited to close this transformative deal. I would like to thank both the InterCure and Subversive teams for their hard work and dedication, and I look forward to creating more shareholder value.”

InterCure’s Chief Executive Officer, Alex Rabinovitch, added, “We are proud to announce the closing of this transaction which marks an important milestone for InterCure. With a comprehensive vertically integrated platform, brand portfolio, and the healthiest balance sheet, we are positioned to reshape the cannabis industry in Israel and across Europe.”

Management Team – Canndoc will continue to be led by its experienced executive team with deep knowledge of the cannabis industry and operational expertise in the agriculture technology and pharmaceutical industries:

• Alex Rabinovitch, Chief Executive Officer
• Amos Cohen, Chief Financial Officer
• Rami Levy, Chief Operating Officer
• Moshe Gavrilov, Chief Marketing Officer

Board of Directors and Medical Advisory Board:

• Ehud Barak, former Prime Minister of Israel to serve as Chairman
• Michael Auerbach, Founder, Subversive Capital (a current board observer who is proposed to become a director upon receipt of the required approval from IMCA)
• Prof. Zvi Bentwich, MD, PhD, Professor of Microbiology, Immunology, and Genetics, and Head of the Center for Emerging Tropical Diseases & Aids, Ben Gurion University
• Prof. Eitan Friedman, Dir. and Founder Suzanne Levy-Gertner Oncogenetics Unit, Sheba Medical Center

InterCure Investment Highlights

• Proven Business Model – The most profitable company in Israel and one of the most profitable globally outside of North America, growing legal cannabis market with an EBITDA annualized run rate of greater than US$10 million and positive free cash flow
  
  
• First Mover Advantage – Significant share of medical market, which grew more than 50% in 2020; First company to import medical grade cannabis to Israel; Positioned to capitalize on the legalization of recreational cannabis locally. Recently announced Letter of Intent to acquire Better positions InterCure as the largest cannabis company outside North America and accelerates international expansion strategy to major markets worldwide.
  
• Progressive Operational Platform – Highly profitable, vertically integrated medical cannabis platform
  
  
• Key Partnerships – Canndoc’s exclusive partnerships with leading cannabis brands and suppliers include Cookies, Charlotte’s Web, Aphria, Tilray, Organigram, and more
  
  
• Robust Balance Sheet to Support Expansion– Cash to drive significant expansion organically and through strategic M&A; Expected expansion of cultivation to over 90 tons per year; Expected to have 10 retail pharmacies by the end of 2021
  

Investors and security holders may obtain a copy of the final prospectus (the “Prospectus”) associated with the Transaction on InterCure’s website https://www.intercure.co under the Financials & Filings tab, or under the company’s profile on www.sedar.com.

Private Placement

In connection with the Transaction and in satisfaction of its closing conditions, SVX undertook a private placement of its securities (the “Private Placement”) that were exchanged for common shares of InterCure pursuant to the Transaction. The aggregate amount raised pursuant to the Private Placement was US$50 million which, together with the escrow amount released by SVX’s escrow agent on the closing of the Transaction, satisfied the minimum cash condition contained in the arrangement agreement relating to the Transaction (exceeded the US$55 Million requirement).

Subscribers under the Private Placement also received a contractual option to, subject to the receipt of required regulatory approvals, to purchase up to 1,875,000 shares of InterCure, at US$10 per share, exercisable in connection with InterCure’s imminent NASDAQ listing (the “Option”).

Redemptions

In connection with the closing of the Transaction, holders of SVX’s Restricted Voting Units were provided with a right to redeem their securities (the “Redemption Right”). A total of 8,158,000 Restricted Voting Units were redeemed on closing in connection with the Redemption Right.

Advisors

Canaccord Genuity Corp. and Cowen Inc. served as financial advisors to SVX.

Goodmans LLP, Paul Hastings LLP, and Balter, Guth, Aloni│Ne'eman, Keynan│Granot acted as legal counsel to SVX. Doron Tikotzky Kantor Gutman Nass & Amit Gross served as legal counsel to InterCure.

About InterCure (dba Canndoc)

InterCure (TSX: INCR.U, TASE: INCR), is the first public company on the Tel Aviv Stock Exchange to hold a valid and permanent license for the medical cannabis value chain through its 100% ownership in Canndoc. Canndoc is a GMP medical cannabis producer. Licensed by the Israeli Ministry of Health since 2008, Canndoc is a leading pioneer in the research, cultivation, production, and distribution of pharma-grade cannabis-based products to patients, hospitals, pharmacies, research and governmental organizations. Through its strategic collaboration with world leaders, distribution agreement with SLE (100% owned by Teva Pharmaceutical Industry), and long-term sales agreements, Canndoc is well-positioned as a leading and significant player in pharma-grade medical cannabis in Israel, Europe, and the United Kingdom.

For more information, visit: http://www.intercure.co

About Subversive Capital

Subversive Capital is a leading investment firm dedicated to investing in radical companies whose core missions subvert the status quo. With almost a decade of experience in the global cannabis industry, Subversive Capital has led investments in some of the most successful transactions in the industry, including the recent launch and closing transaction of Subversive Capital Acquisition Corp. to form The Parent Company (TPCO Holding Corp.) currently traded on the Neo Exchange and OTCQX.
For more information, visit www.subversivecapital.com.

NON-IFRS MEASURES

This press release makes reference to certain non-IFRS financial measures. EBITDA, as defined by SVX and InterCure, means earnings before interest, income taxes, depreciation, and amortization for a quarter annualized. This measure is not a recognized measure under IFRS, does not have a standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies. SVX’s and InterCure’s method of calculating this measure may differ from methods used by other entities and accordingly, this measure may not be comparable to similarly titled measured used by other entities or in other jurisdictions. SVX and InterCure use this measure because it believes it provides useful information to both management and investors with respect to the operating and financial performance of the company.

Forward Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects SVX’s current expectations regarding future events. The words “will”, “expects”, “intends” and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Specific forward-looking information contained in this press release includes, but is not limited to: statements concerning the NASDAQ listing, the expected operations, financial results and condition of Canndoc following closing of the Transaction, including Canndoc’s financial results, expected management team, business strategy, competitive strengths, goals and expansion and growth plans as well as statements regarding the growth rate of the medical cannabis market. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond SVX’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: changes in general economic, business and political conditions, changes in applicable laws, the U.S. and Canadian regulatory landscapes and enforcement related to cannabis, changes in public opinion and perception of the cannabis industry, reliance on the expertise and judgment of senior management, as well as the factors discussed under the heading “Risk Factors” in the Investor Presentation dated January 26, 2021 and those to be set out in the Prospectus, which is available on SEDAR at www.sedar.com. Subversive Acquisition LP undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Contacts:

Subversive Capital
Berrin Noorata
[email protected]

Investor Relations
[email protected]

InterCure Ltd.
Adam Haliva, Global Investor Relations
[email protected], (972) 54-646-8778