Exchange Bulletin

Intercure Ltd. (INCR) To Trade On Toronto Stock Exchange

April 8, 2021

Issuer: Subversive Acquisition LP ("Subversive")
Resulting Issuer: Intercure Ltd. ("Intercure")

Old SecuritiesOld SymbolsNew SecurityNew Symbol
Subversive Restricted Voting Units ("Units") SVX.U Intercure Ordinary Shares ("Shares") INCR
Subversive Rights ("Rights") SVX.RT.U Intercure Ordinary Shares ("Shares") INCR
Anticipated Transaction: Further to TSX Bulletin 2021-0343 dated March 30, 2021, on February 9, 2021, Subversive and Intercure, among others, entered into the Arrangement Agreement, pursuant to which Intercure will, indirectly, acquire all of the outstanding limited partnership units of Subversive (that have not otherwise been redeemed pursuant to the Redemption Right) in exchange for Shares by way of a plan of arrangement (the "Qualifying Transaction"). The Qualifying Transaction was approved by the Unitholders at a special meeting of the Unitholders on April 6, 2021 and will qualify as Subversive's "qualifying acquisition" under Part X of the TSX Company Manual. It is currently anticipated that the Closing of the Qualifying Transaction will occur after the close on April 8, 2021.
Consideration and exchange ratio: Pursuant to the Qualifying Transaction:
(a) all Units will, unless redeemed pursuant to the Redemption Right, be exchanged for Shares on a 1:1 basis.
(b) holders of Rights will be deemed to have exercised their Rights and shall be entitled to receive LP Units on an 8:1 basis. Any fractional LP Units to which a Rights holder is entitled shall be rounded down to the nearest whole LP Unit, and no cash or other consideration will be paid in lieu of fractional Units. The LP Units issued to the Rights holders will also be exchanged for Shares on a 1:1 basis.
Fractional entitlements: Unitholders will not be entitled to receive fractional Shares in connection with the Qualifying Transaction. The number of Shares to be issued to any particular Unitholder will be rounded down to the nearest whole Share.
Number of New Securities issued and outstanding following 
the Closing of the Qualifying Transaction:
Number of New Securities reserved for issuance: 7,611,202 Shares
Listing date for New Securities: April 8, 2021 (as at 5:01 p.m.) in anticipation of Closing of the Qualifying Transaction
Anticipated Closing date: April 8, 2021 (after the close)
Posted for trading date for New Securities: April 9, 2021 (at the opening), subject to confirmation of closing of the Qualifying Transaction
Halt and delisting date for Old Securities: If the Qualifying Transaction closes as scheduled, it is anticipated that the Units and Rights will be halted April 9, 2021 (at the opening) and be delisted April 9, 2021 (at the close).
Other market(s): The Shares are listed on Tel Aviv Stock Exchange. The Units and Rights are listed on NEO Exchange.
Exchange procedure: Return the Letter of Transmittal together with certificates representing the Units to Olympia Trust Company at its principal offices in Calgary. As the Rights are held in the CDS book-entry only system, holders of Rights need not take any action in order to receive the Shares to which they are entitled.

Original Listing of Intercure Ltd.

Listing category: Industrial, Non-Exempt Issuer
New Security trading currency: CDN$
Temporary market maker: National Bank Financial Inc.
New security ownership registration: Uncertificated issue – book entry only
Investor relations: Alex Rabinovich
Chief Executive Officer
Tel: +97 277 460 5012
Amos Cohen
Chief Financial Officer
Tel: +97 277 460 5012
Incorporation: Established pursuant to the laws of the State of Israel
Fiscal year end: December 31
Nature of business: Intercure is an Israeli company involved in the production (including the breeding, cultivating and processing), manufacturing and distribution of pharmaceutical-grade cannabis and cannabis-based products for medical use. It seeks to produce and distribute pharmaceutical-grade cannabis and cannabis-based products in territories that permit and regulate the distribution of cannabis for medical use, including Israel, the European Union and Canada.
Transfer agent and registrar: AST Trust Company (Canada) at its principal offices in Toronto
Dividends: The payment of cash dividends following the completion of the Qualifying Transaction will be dependent upon Intercure's revenues and earnings, if any, capital requirements and general financial condition and all requirements pursuant to the Companies Law and will be at the discretion of the Board at that time.
Sponsorship: Waived
Disclosure document: Prospectus dated March 12, 2021 and Management Information Circular dated March 9, 2021, which are available at Capitalized terms not otherwise defined herein are as defined in such disclosure documents.
Additional information: TSX will issue a Trader Note as soon as practicable after the Closing announcing details of the Qualifying Transaction.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange