Creso Pharma

Transaction expected to close on January 15, 2021

Class A Restricted Voting Shares currently trade on the NEO under the symbol “SVC.A.U” and on the OTCQX under the symbol “SBVCF”

TORONTO, Dec. 17, 2020Subversive Capital Acquisition Corp. (NEO: SVC.A.U) (NEO: SVC.WT.U) (OTCQX: SBVCF) (“SCAC”), a special purpose acquisition company (SPAC), today announces that it has filed and obtained a receipt for its final prospectus (the “Prospectus”) in connection with its definitive transaction agreements with global icon, entrepreneur and MONOGRAM founder, ShawnJAY-Z” Carter, entertainment powerhouse Roc Nation, CMG Partners, Inc. (Caliva), California’s most trusted cannabis brand and leading direct-to-consumer platform, and Left Coast Ventures, Inc. (Left Coast Ventures), a predominant cannabis and hemp company with low-cost manufacturing and a diversified portfolio of brands, to form TPCO Holding Corp. (The Parent Company) (the “Transaction”). SCAC is the largest cannabis SPAC in history and will seek to redefine the industry with a mission to both consolidate the California cannabis market and create an impactful global company.


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The Transaction is expected to close on January 15, 2021, subject to customary closing conditions.

Pursuant to the articles of SCAC, holders of Class A Restricted Voting Shares of SCAC have the right to redeem all or a portion of their Class A Restricted Voting Shares in connection with the Transaction. To redeem their Class A Restricted Voting Shares in connection with the Transaction, holders must deposit their Class A Restricted Voting Shares for redemption prior to 4:00 p.m. (Toronto time) on January 12, 2021, in accordance with the instructions contained in the notice of redemption to be mailed to holders of Class A Restricted Voting Shares and made available on SEDAR at www.sedar.com. Subject to applicable law, effective immediately prior to closing of the Transaction all Class A Restricted Voting Shares validly deposited for redemption will be redeemed for an estimated price per Class A Restricted Voting Share of US$10.13, payable in cash. Upon payment of such cash consideration, the holders of Class A Restricted Voting Shares so redeemed will have no further right in respect of the Class A Restricted Voting Shares.

A copy of the Prospectus is available on SEDAR at www.sedar.com and on SCAC’s website at www.subversivecapital.com/prospectus.

About Subversive Capital Acquisition Corp.

Subversive Capital Acquisition Corp. (SCAC) is a special purpose acquisition corporation incorporated 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. Founded by Michael Auerbach and led by Chief Executive Officer, Leland Hensch, SCAC is dedicated to investing in radical companies whose core missions subvert the status quo. For more information, visit www.subversivecapital.com

About Roc Nation

Roc Nation, founded in 2008 by JAY-Z, has grown into the world’s preeminent entertainment company. Roc Nation works in every aspect of modern entertainment, with recording artists, producers, songwriters, and more. Roc Nation’s client list includes some of the world’s most recognizable names in entertainment, from Rihanna and Rapsody to Buju Banton and Snoh Aalegra. Roc Nation is a full-service organization, supporting a diverse roster of talent via artist management, music publishing, touring, production, strategic brand development, and beyond. Roc Nation Sports was founded in 2013, bringing the organization’s full-service touch to athletes across the NFL, NBA, MLB, and global soccer. For further information, visit rocnation.com.

About Caliva

Caliva is a leading single-state cannabis operator in California. Founded in 2015, Caliva’s industry advantage comes from its vertical integration and direct-to-consumer platform. This direct-to-consumer experience enables customers to purchase cannabis at Caliva’s retail stores and place orders online for in-store pickup or same-day delivery straight to their door. Caliva’s plant-based solutions serve over 1 million customers and are designed to fit any lifestyle. Caliva’s commitment to compliance and quality reinforce its position as THE MOST TRUSTED NAME IN CANNABIS™. For more information visit caliva.com or follow along on Instagram, @GoCaliva.

About Left Coast Ventures

Headquartered in Santa Rosa, CA, Left Coast Ventures is a diversified cannabis and hemp company specializing in cultivation, extraction, manufacturing, brand development, and distribution. Left Coast Ventures and its subsidiaries are working to shape the future of the legal cannabis industry in the United States through acquisitions, investments, and incubation while building a respected portfolio of top shelf brands. Wholly owned, licensed, and/or distributed brands within the Left Coast Ventures portfolio include Marley Natural, Mind Your Head by Mickey Hart, Mirayo by Carlos Santana, JEF, SoulSpring, Provault, Chill, Headlight, Get Zen, New Frontier Brewing, and Yummi Karma/High Gorgeous.

Forward Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects SCAC’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 of the Transaction and the expected timing thereof and statements concerning the listing of the Common Shares and Warrants of SCAC following closing of the Transaction. 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 SCAC’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 Prospectus which is available on SEDAR at www.sedar.com. SCAC 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.

SOURCE Subversive Capital Acquisition Corp.

Subversive Capital Acquisition Corp. Announces Filing of Final Prospectus

For further information: Subversive Capital Acquisition Corp.: Berrin Noorata, [email protected]; Investor Relations: [email protected]