Subversive Real Estate Acquisition REIT LP. Files Preliminary Prospectus for Special Purpose Acquisition Corporation

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, Dec. 12, 2019 /CNW/ - Subversive Real Estate Acquisition REIT LP (the "REIT LP") has filed a preliminary prospectus for an initial public offering (the "Offering") as a newly-established Ontario limited partnership for the purpose of effecting an acquisition of one or more real estate businesses and/or assets within a specified period of time. Subversive Real Estate Acquisition REIT (GP) Inc., a newly formed company incorporated under the laws of the Province of British Columbia, is the general partner of the REIT LP (the "General Partner"). The REIT LP is a special purpose acquisition corporation for purposes of the rules of the Neo Exchange Inc.

The REIT LP intends to focus its search for target real estate businesses and/or assets that are involved in the cannabis industry and/or related sectors; however, it is not limited to the acquisition of cannabis-related real estate businesses and/or assets or to a particular geographic region and may acquire other classes of real estate businesses and/or assets and/or non-real estate businesses or assets for purposes of completing its qualifying transaction. The REIT LP is targeting a qualifying transaction that will aggregate a portfolio of properties with an estimated aggregate enterprise value of between U.S.$200 million and U.S.$650 million.

The General Partner's management team and board of directors include:

• Michael Auerbach – Chairman of the Board
• General Partner of Subversive Capital LLC
• Richard Acosta- Director and Chief Executive Officer
• Founder of Inception REIT, Inc.
• Leland Hensch- Director
• Chief Executive Officer of Subversive Capital Acquisition Corp.
• Omar Mangalji - Director
• Founder of The Inception Companies
• Scott Baker- Director
• Vice President at New England Development LLC
• Octavio Boccalandro- Director
• Founder of Andina Capital Inc.
• Anne Sullivan- Director
• Chief Operating Officer for Saddle Point Management, L.P.
• Craig Hatkoff- Director
• Non-executive director of Colony Capital, Inc.

The preliminary prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada other than Québec. The Offering is for class A restricted voting units of the REIT LP (the "Class A Restricted Voting Units") at an offering price of U.S.$10.00 per Class A Restricted Voting Unit, the aggregate proceeds of which will be placed in escrow pending completion of a qualifying transaction by the REIT LP and will only be released upon certain prescribed conditions. Each Class A Restricted Voting Unit is comprised of a restricted voting unit of the REIT LP (a "Restricted Voting Unit") and one (1) right of the REIT LP (each, a "Right"). Each Right would represent the entitlement to receive, for no additional consideration, one-eighth (1/8) of one Restricted Voting Unit (following the closing of a qualifying transaction, which at such time will represent one-eighth (1/8) of one Limited Partnership Unit).

The Offering is being distributed by Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (the "Underwriters").

The REIT LP has granted the Underwriters a non-transferable over-allotment option (the "Over-Allotment Option") to purchase up to an additional 3,000,000 Class A Restricted Voting Units on the same terms and conditions, exercisable in whole or in part, by the Underwriters up to 30 days following closing of the Offering.

Prior to the qualifying transaction, the Restricted Voting Units may only be redeemed upon certain prescribed events. Restricted Voting Units will be redeemable for a pro-rata portion of the amount then held in the escrow account, net of taxes payable and other prescribed amounts.

The sponsors of the REIT LP are Subversive Real Estate Acquisition Sponsor Corp. ("Subversive Sponsor"), Inception Altanova Sponsor, LLC ("Inception Sponsor") and CG Investments Inc. IV ("CG IV") (collectively, the "Sponsors"). The Subversive Sponsor is controlled by certain officers and directors of the General Partner. The Inception Sponsor is owned by certain officers and directors of Inception Altanova, LLC, an affiliate of The Inception Companies and is controlled by certain officers and directors of the General Partner . The Sponsors intend to purchase 512,000 Class B units of the REIT LP ("Class B Units") at an offering price of U.S.$10.00 per Class B Unit for aggregate proceeds equal to U.S.$5,120,000, concurrently with the closing of the Offering. The Sponsors intend to purchase up to an additional 15,000 Class B Units, depending on whether the Over-Allotment Option is exercised in whole or in part. Each Class B Unit will consist of 1/100 of a proportionate voting unit and one Right.

Our founders will purchase 58,820 proportionate voting units ("Founders' Proportionate Voting Units") for an aggregate price of U.S.$25,000, or approximately U.S.$0.425 per Founders' Proportionate Voting Unit (before taking into account the proportionate voting units forming part of the Class B Units).

Goodmans LLP is acting as legal counsel to the REIT LP. Blake, Cassels & Graydon LLP is acting as legal counsel to the Underwriters.

A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada other than Quebec. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from the Underwriters listed above. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

The preliminary prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended. Copies of the preliminary prospectus will be available on SEDAR at www.sedar.com.

Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.

About Subversive Real Estate Acquisition REIT LP

Subversive Real Estate Acquisition REIT LP is a newly established limited partnership formed under the Limited Partnerships Act (Ontario) 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.

Forward-Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Sponsors' and the REIT LP's current expectations regarding future events. 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 the Sponsors' or the REIT LP'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 Offering and related transactions, and the factors discussed under "Risk Factors" in the preliminary prospectus of the REIT LP's dated December 12, 2019. Neither the Sponsors nor the REIT LP undertake any 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.

SOURCE Subversive Real Estate Acquisition REIT LP

Subversive Real Estate Acquisition REIT LP, Richard Acosta, Chief Executive Officer of Subversive REIT Acquisition REIT (GP) Inc., [email protected]