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Subversive Acquisition LP Provides Update on Qualifying Transaction With InterCure, Israel’s Leading and Fastest-Growing Cannabis Company

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Subversive Acquisition LP
·8-min read
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Subversive Acquisition LP Has Met All Conditions of Closing and Expects to Close on or Before Friday April 23, 2021

SPAC Restricted Voting Units Currently Trade on the TSX Under the Symbol “SVX.U” and the OTCQX Under the Symbol “SBVRF”

On Closing Common Shares of InterCure will 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 Trade Under the Symbol “INCR”

NEW YORK and TORONTO and HERZLIYA, Israel, April 21, 2021 (GLOBE NEWSWIRE) -- Subversive Acquisition LP (TSX: SVX.U, NEO: SVX.U, OTCQX: SBVRF) (“SVX”) a special purpose acquisition company (SPAC), today announced it has met all conditions of closing, with the exception for the closing condition that will be met upon InterCure’s shares trading on the TSX, for its qualifying transaction to combine with InterCure Ltd. (dba Canndoc) (TASE: INCR) (the “Transaction”). Closing is expected to occur on or before Friday, April 23, 2021.

On closing, common shares of InterCure will trade on the TSX under the symbol “INCR.U” and 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.

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’s management previously reported a Q4 2020 expected 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.

Michael Auerbach, Founder of Subversive Capital, said, “I’m extremely proud of this transaction which allows our shareholders to participate in the upside of the Israeli cannabis market. InterCure has been a pioneer, leading the cannabis wave in Israel and capturing significant market share across Europe.”

InterCure’s Chairman and former Prime Minister of Israel, Ehud Barak, added, “Israel became famous for its breakthroughs in cannabis research and has now become one of the leading medical cannabis markets in the world. Canndoc has proven its ability to execute a profitable growth strategy as it became the dominant force in Israel. Nowadays, we are well positioned to lead new emerging cannabis markets as legislative reform is spreading around the globe."

Canndoc’s Chief Executive Officer, Alex Rabinovitch, added, “With the most comprehensive vertically integrated platform, brand portfolio and the healthiest robust balance sheet, we will 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 is expected to include:

  • Ehud Barak, former Prime Minister of Israel to serve as Chairman

  • Michael Auerbach, Founder, Subversive Capital

  • 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’s 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. Recent acquisition of 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

About SVX

Subversive Acquisition LP is a limited partnership established under the Limited Partnerships Act (Ontario) formed for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, equity exchange, asset acquisition, equity purchase, reorganization, or any other similar business combination involving SVX that will qualify as its qualifying transaction for the purposes of the rules of the TSX and Neo Exchange Inc. SVX is a special purpose acquisition corporation for the purposes of the rules of the TSX and Neo Exchange Inc.

For more information, visit https://www.subversivecapital.com/svx.

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.

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 exclusive 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.canndoc.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 completion and proposed terms of, and matters relating to, the Transaction and the expected timing thereof, statements concerning the NASDAQ listing, the anticipated effects of the Transaction and 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: failure to complete the Transaction or the Private Placement, inability to obtain requisite regulatory or shareholder approvals, 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
Berrin@subversivecapital.com

Investor Relations
investor@subversivecapital.com

InterCure Ltd.
Adam Haliva, Global Investor Relations
adam@canndoc-pharma.com, (972) 54-646-8778