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TORONTO–()–Subversive Real Estate Acquisition REIT LP (the “REIT LP”) (NEO: SVX.U, SVX.RT.U, OTCQX: SBVRF) introduced that it has modified the deadline for redemption of its restricted voting items (the “Restricted Voting Units”) from November 2, 2020 to November 9, 2020, as additional described under.

On October 7, 2020, the REIT LP introduced that it had entered into definitive agreements (the “Definitive Agreements”) of roughly US$183 million in actual property acquisitions and first lien mortgage originations (collectively, the “Initial Portfolio”). The acquisition of the Initial Portfolio would be the REIT LP’s qualifying transaction (the “Qualifying Transaction”).

We are extremely excited about this opportunity to create the second publicly-traded REIT focused on the U.S. cannabis industry, but the first to concentrate on both adult use and medicinal cannabis real estate,” acknowledged Michael Auerbach, Founder of Subversive Capital and Executive Chairman on the REIT LP. “The portfolio we have assembled provides an initial cash flow that supports a very attractive dividend yield, and our pipeline offers a potential path to growth in cash flows and value over time for shareholders. The decision to amend the deadline was made to extend the opportunity to participate in the potential upside that this combination offers and take advantage of the additional grant of contingent rights for investors.”

On October 19, 2020, the REIT introduced that it has agreed to grant an combination of as much as 24,116,750 million contingent rights (the “Contingent Rights”) to holders of Restricted Voting Units that aren’t redeemed in reference to the Qualifying Transaction and to holders of Restricted Voting Units which are issued in connection therewith, which Contingent Rights will likely be issued to holders of file on the day following the closing of the Qualifying Transaction (the “Closing”).

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The Contingent Rights will likely be distributed to holders of Restricted Voting Units professional rata based mostly on the variety of Restricted Voting Units held by such holder. Accordingly, if there aren’t any redemptions of Restricted Voting Units, every holder of file will obtain one Contingent Right per Restricted Voting Unit held. To the extent there are redemptions of Restricted Voting Units, every Non-Redeeming Holder will obtain multiple Contingent Right per Restricted Voting Unit held, relying upon the quantum of redemptions.

On the automated train of the Contingent Rights, holders will likely be entitled to obtain, for no extra consideration, one restricted partnership unit (“Limited Partnership Units”) for each 5 Contingent Rights held, which can be topic to adjustment. The Contingent Rights will robotically be exercised by the holders thereof upon the sooner of (a) the itemizing of the REIT LP items on a acknowledged main U.S. change, and (b) hashish manufacturing and sale changing into federally authorized within the United States.

In help of the transaction, and in reference to the issuance of the Contingent Rights, the REIT LP’s founders agreed to (a) forfeit the equal of roughly 4 million Limited Partnerships Units within the type of proportionate voting items with a notional fairness worth of roughly US$40 million, and (b) defer distributions on the equal of an roughly 4 million extra Limited Partnerships Units within the type of proportionate voting items with a notional fairness worth of roughly US$10 million till the train of the Contingent Rights and to forfeit such securities if the Contingent Rights expire previous to their train.

The REIT LP has utilized to checklist the Contingent Rights on the Neo Exchange Inc. below the image SVX.RT.C. The itemizing of the Contingent Rights is topic to the REIT LP fulfilling all the necessities of the change.

The Contingent Rights won’t possess any redemption or distribution rights. The Contingent Rights will expire and be nugatory if they don’t convert upon their phrases previous to the 10th anniversary of the Closing.

No fractional Contingent Rights will likely be issued. If a holder can be entitled to obtain a fractional curiosity in a Contingent Rights, we’ll spherical all the way down to the closest complete variety of Contingent Rights to be issued to such holder. The Contingent Rights won’t be distributed if the REIT LP’s qualifying transaction doesn’t shut. In reference to the distribution of the Contingent Rights, the REIT LP’s presently issued and excellent rights will likely be adjusted in accordance with their phrases, particulars of which adjustment will likely be offered as soon as decided.

The REIT LP’s closing prospectus, which incorporates particulars of the Qualifying Transaction, is out there on SEDAR at www.sedar.com and at www.subversivecapital.com/reit.

To redeem their Restricted Voting Units in reference to the Qualifying Transaction, holders should deposit their Restricted Voting Units for redemption prior to five:00 p.m. (Toronto time) on November 9, 2020, in accordance with the directions contained within the discover of redemption (the “Notice of Redemption”). The Notice of Redemption was mailed to all holders of Restricted Voting Units on October 8, 2020, and is out there on SEDAR at www.sedar.com. Other than the deadline for redemption, the data set out within the Notice of Redemption is unchanged.

The Qualifying Transaction is predicted to shut on or round November 13, 2020.

About Subversive Real Estate Acquisition REIT LP

Subversive Real Estate Acquisition REIT LP is a restricted partnership established below the Limited Partnerships Act (Ontario) fashioned for the aim of effecting, instantly or not directly, an acquisition of a number of companies or belongings, by the use of a merger, amalgamation, association, fairness change, asset acquisition, fairness buy, reorganization, or every other related enterprise mixture involving the REIT LP that may qualify as its qualifying transaction for the needs of the principles of the Exchange. The REIT LP is a particular function acquisition company for the needs of the principles of the Neo Exchange Inc. (the “Exchange”). The REIT LP’s restricted voting items and rights are listed on the Exchange below the symbols “SVX.U” and “SVX.RT.U”, respectively.

Additional data is situated at www.subversivecapital.com/reit.

Forward-Looking Statements

Certain statements contained on this information launch represent “forward-looking information” for the aim of relevant Canadian securities laws (“forward-looking statements”). These statements mirror the General Partner’s administration’s expectations with respect to future occasions. Forward-looking statements embody, however should not restricted to, statements regarding the REIT LP’s skill to finish the Qualifying Transaction. All statements aside from statements of historic reality are forward-looking statements. The use of the phrases “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would”, and related expressions might determine forward-looking statements, however the absence of those phrases doesn’t imply {that a} assertion will not be a forward-looking assertion. These statements contain recognized and unknown dangers, uncertainties, and different components which will trigger precise outcomes or occasions to vary materially from these anticipated or implied in such forward-looking statements. No assurance could be provided that these expectations will show to be appropriate and such forward-looking statements included on this information launch shouldn’t be unduly relied upon. Unless in any other case indicated, these statements communicate solely as of the date of this prospectus.

Such forward-looking statements are certified of their entirety by the inherent dangers, uncertainties and modifications in circumstances surrounding future expectations that are tough to foretell and lots of of that are past the management of the REIT LP, together with with respect to the REIT LP’s skill to impact the Qualifying Transaction.

Forward-looking statements are essentially based mostly on a lot of estimates and assumptions that, whereas thought of cheap by administration of the REIT LP as of the date of this information launch, are inherently topic to vital enterprise, financial and aggressive uncertainties and contingencies. The REIT LP’s estimates, beliefs and assumptions, which can show to be incorrect, embody numerous assumptions, together with, however not restricted to, the anticipated receipt of any required regulatory approvals and consents to shut the Qualifying Transaction (together with the ultimate approval of the Exchange); the expectation that every counterparty will adjust to the phrases and situations of the relevant Definitive Agreement; and the expectation that no occasion, change or different circumstance will happen that might give rise to the termination of a number of of the Definitive Agreements.

When counting on forward-looking statements to make selections, the REIT LP cautions readers to not place undue reliance on these statements, as forward-looking statements contain vital dangers and uncertainties. Forward-looking statements shouldn’t be learn as ensures of future efficiency or outcomes and won’t essentially be correct indications of whether or not or not the instances at or by which such efficiency or outcomes will likely be achieved. Plenty of components might trigger precise outcomes to vary, presumably materially, from the outcomes mentioned within the forward-looking statements, together with, however not restricted to the components mentioned below “Risk Factors” within the closing prospectus.

Although administration has tried to determine necessary danger components that might trigger precise outcomes to vary materially from these contained in forward-looking data, there could also be different danger components not presently recognized that administration believes should not materials that might additionally trigger precise outcomes or future occasions to vary materially from these expressed in such forward-looking data.

All ahead‐wanting statements included in and included into this information launch are certified by these cautionary statements. Unless in any other case indicated, the ahead‐wanting statements contained herein are made as of the date of this information launch, and besides as required by relevant regulation, the REIT LP nor its sponsors do not undertake any obligation to publicly replace or revise any ahead‐wanting assertion, whether or not because of new data, future occasions or in any other case.

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