Subversive Highlights InterCure's Q4 Estimated Unaudited Results and Provides Update on TSX Listing and Name Change

InterCure's Q4 Results Show Accelerated Growth, Continued Increase in Profitability, Operating Profit and Net Profit

InterCure Establishes International Leadership Position and is On-Track to Complete the Transaction with SVX SPAC and Listing on Nasdaq

SVX to Begin Trading on TSX Beginning February 26, 2021

TORONTO, Feb. 23, 2021 /CNW/ - SUBVERSIVE ACQUISITION LP (NEO: SVX.U) (OTCQX: SBVRF) ("SVX") (previously Subversive Real Estate Acquisition REIT LP) announced today that InterCure Ltd. (dba Canndoc) (TASE: INCR) ("InterCure"), Israel's leading cannabis company and SVX's intended target for its "Qualifying Transaction" (the "Transaction"), has released its estimated unaudited fourth quarter results for the year ended December 31, 2020 (the "InterCure Press Release"). Highlights include:

• NIS ₪27 million in fourth quarter revenue, establishing a new quarterly revenue record for InterCure;
• Revenue growth of more than 13 times compared to Q4 2019 and more than 3 times compared to InterCure's annual revenue in 2019;
• Continued increase in profitability, operating profit and net profit;
• Continued growth in market share, due to growing demand for Canndoc's products;
• The Q4 growth in revenue and profitability does not include the new operations acquired in January 2021 and commercialization of InterCure's southern facility, the largest and most advanced in Israel, which occurred in 2021.

Attached as Schedule A to this press release is a translated version of the full InterCure Press Release.

As previously announced by SVX on January 25, 2021, the Canndoc investment highlights include:

• Proven Business Model – The most profitable company in Israel's growing legal cannabis market with a Q4 2020 expected 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 40% in 2020; First company to import medical grade cannabis to Israel; Positioned to capitalize on the legalization of recreational cannabis
• 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 open four additional pharmacies in 2021
• Experienced Management Team – Following the closing of the Transaction, 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
• InterCure valued at US$300.0 million
• US$225.0 million of proceeds from funds in escrow (assuming no redemptions)
• PIPE of US$65.0 million to support transaction satisfies cash required for closing

Completion of the Transaction, which is expected in April 2021, remains subject to the satisfaction or waiver of certain customary conditions including, among other things, (a) requisite shareholder and regulatory approvals and (b) approval to list the shares of the combined company on Nasdaq.

TSX Listing Update:

In addition, SVX is announcing that it has received conditional approval to list its Class A Restricted Voting Units and Rights on the Toronto Stock Exchange (the "TSX"). Subject to the satisfaction of certain listing conditions, SVX is expected to commence trading on the TSX on or about February 26, 2021.

Name Change Update:

Lastly, SVX is announcing that it has changed its name from "Subversive Real Estate Acquisition REIT LP" to "Subversive Acquisition LP" effective February 22, 2021, with the name change being expected to be reflected on the exchanges on or about February 25, 2021.  

About Subversive Acquisition LP

Subversive Acquisition LP (previously Subversive Real Estate Acquisition REIT LP) is a special purpose acquisition corporation established under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, a qualifying transaction within a specified period of time.

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 lead 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 and Canndoc

InterCure (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: http://www.canndoc.com

CAUTION REGARDING FINANCIAL ESTIMATES

The financial estimates contained in the InterCure Press Release are based on an initial review of InterCure's operations for the quarter ended December 31, 2020 and are subject to change. InterCure's auditor has not audited, reviewed or performed any procedures with respect to the accompanying financial estimates and other data, and accordingly does not express an opinion or any other form of assurance with respect thereto. They should not be viewed as a substitute for audited financial statements prepared in accordance with generally accepted accounting principles and are not necessarily indicative of the InterCure's results for the period or any future period.

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 satisfaction of the required listing conditions specified in the conditional approval received from the TSX. 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, 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 non-offering prospectus pertaining to the Transaction which is available on SEDAR at www.sedar.com. SVX 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.

Schedule A

InterCure: Another record quarter - first Israeli LP to reach an annual sales rate of over NIS 100 million

Accelerated growth in InterCure's revenue reached a new record -
NIS 27 million in the fourth quarter, which represents an annual sales rate of over NIS 100 million;

Growth of more than 13 times in revenue compared to the corresponding quarter and more than 3 times of the company's total revenue in 2019;

Continued increase in profitability, operating profit and net profit;

Continuous growth in market share, due to growing demand for Canndoc's products

The growth in revenues and profitability does not include operations acquired in January 2021 and commercialization of the southern facility, the largest and most advanced in Israel, which started after the quarter.

InterCure's profitable growth strategy, global expansion and strategic partnerships position the company as an international leader towards the completion of the SPAC transaction and listing for trading on the Nasdaq Stock Exchange.

February 22, 2021: InterCure (TASE: INCR) presents an estimate of revenues for the fourth quarter of 2020, according to which the company's total consolidated revenues reached an estimated NIS 27 million in the fourth quarter of the year, reflecting record results for Canndoc and continued accelerated growth. According to the company's management, this growth trend in profitability, operating profit and net profit continued in the first quarter of 2021. Revenues in the fourth quarter of 2020 are almost three times higher than Canndoc's revenues in 2019, thanks to the successful implementation of the company's rapid growth strategy, global strategic partnerships and solidifying Canndoc's status as leading global company in the cannabis space. Furthermore, this is the first time an Israeli cannabis company has reached a sales rate of over NIS 100 million annually.

The estimated revenue for the fourth quarter reflects an increase of more than 13 times compared to revenue in the corresponding quarter (Q4 / 2019), when they amounted to NIS 2 million, and an increase of more than 22% compared to the company's revenue in the previous quarter (Q3 / 2020) which amounted to NIS 22 million. The estimate of revenues for the fourth quarter reflects annual revenues for 2020 in the peak of NIS 65 million, almost seven times compared to revenues of NIS 9.6 million in 2019. Accelerated growth in Canndoc's revenues and being a growth company in the global cannabis market were a key step in advancing the strategic move to sign a SPAC deal with Subversive Real Estate Acquisition REIT LP (OTCQX: "SBVRF", NEO: "SVX.U") ("SVX"). The agreement will enable, in a second phase, the listing of InterCure shares for trading on the NASDAQ stock exchange and will significantly strengthen InterCure's capital base for the purpose of continued growth, strengthening its business and competitive position in the global cannabis market. Subversive has raised $ 225 million from its investors, which it holds in trust, and has entered into binding agreements with new investors (other than SPAC investors) to make an investment for a cumulative amount of US $ 65 million.

Revenue for the fourth quarter reflects the continued growth in the demand for Canndoc's high-quality products. The company expects that this trend to continue. In addition, the sharp increase in revenue reflects the contribution of the strategic and exclusive agreements signed by the company throughout 2020 with leading companies in the cannabis space. These include Tilray, Organigram, Aphria, Charlotte's Web and Fotmer. The strategic agreements with the leading brands in the world establish and emphasize the international reputation and capabilities of Canndoc as well as the high-quality standard and brand equity of Canndoc in the target markets in Europe and Israel.

As the leader of the Israeli cannabis market, Canndoc was the first to receive the Ministry of Health's permit for commercial export to Europe as part of its strategic cooperation with Tilray and was the first to report an exclusive strategic partnership in Israel with the world's largest and leading CBD brand, Charlotte's Web. The latter is part of the company's preparations for the opening of the Israeli CBD market together with getting a foothold in the global CBD market. This new market will become another growth engine for the company in the future.

About InterCure and Canndoc

InterCure (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: http://www.canndoc.com

SOURCE Subversive Acquisition LP

INVESTORS: SVX: [email protected]; MEDIA: Subversive Acquisition LP: Berrin Noorata, [email protected]; InterCure Ltd.: Adam Haliva, Global Investor Relations, [email protected], (972) 54-646-8778