Subversive Capital Acquisition Corp. Announces Upsize Of Previously Announced Private Placement

NEW YORK and TORONTO, Jan. 8, 2021 /PRNewswire/ — Subversive Capital Acquisition Corp. (NEO: SCV.A.U, SCV.WT.U,OTCQX: SBVCF) (“SCAC“), a special purpose acquisition company, today announced the upsize of its previously announced private placement of subscription receipts and non-voting shares of its wholly owned subsidiary (the “Private Placement“). The non-brokered Private Placement resulted in aggregate equity commitments of approximately US $63 million, compared to $36.5 million announced previously – an upsize of more than 70%, in connection with the proposed transaction pursuant to which SCAC will acquire, directly or indirectly, all of the equity of CMG Partners, Inc. (“Caliva“) and Left Coast Ventures, Inc. (“Left Coast Ventures” or “LCV”) (collectively, the “Transaction“) to form TPCO Holding Corp. (“The Parent Company“). SCAC also entered into agreements with global icon, entrepreneur and MONOGRAM founder, Shawn “JAY-Z” Carter, and entertainment powerhouse Roc Nation. The Transaction will constitute SCAC’s qualifying transaction.

Michael Auerbach, SCAC’s Chairman, said, “The Private Placement reflects investor confidence in The Parent Company. Current investors in Caliva, LCV, and Subversive LPs doubled down on their support and we are also honored to have artists like Rihanna, Meek Mill, Yo Gotti, and DJ Khaled supporting The Parent Company with their investments. We have the unique opportunity to consolidate the California market, the largest cannabis economy in the world today. The Parent Company’s vertical operational platform has been designed to support industry-leading brands and future mergers and acquisitions, making The Parent Company positioned to redefine the cannabis industry globally.”

Michael Auerbach continued, “Every secular, regulatory and cultural trend affirms that people around the world want broad-scale adoption of adult-use cannabis. In the U.S. alone, 46 states have enacted at least one law that permits manufacturing, distribution, dispensing, or possession of cannabis or concentrates. The Democratic Senate majority gives us further confidence we will see a major regulatory shift on the federal level in the next 12-24 months, which enables us to expand our impactful cannabis brands across the United States. The Parent Company is positioned to capitalize on “The Perfect Storm” and is the first cannabis company built for the post-prohibition era.”

The proceeds from the Private Placement will ensure that The Parent Company has funds on closing of the Transaction that will be used to execute on its growth strategy going forward. The Private Placement remains subject to the approval of the Neo Exchange Inc.

SCAC anticipates that the Transaction will close on or around January 15, 2021, subject to customary closing conditions. A copy of the final prospectus (the “Prospectus“) associated with the Transaction is available on SEDAR at www.sedar.com and on SCAC’s website at www.subversivecapital.com/s/Prospectus.

How to Invest

To invest in The Parent Company and Subversive Capital Acquisition Corp., investors may buy or sell shares through their usual investment platform or brokerage. U.S. investors can buy and sell OTCQX securities under the ticker symbol “SBVCF” and Canadian investors can buy and sell through the NEO Exchange under the ticker symbol “SVC.A.U.”  Following closing, the securities of The Parent Company will continue trading on the OTCQX and on the NEO.

About Subversive Capital Acquisition Corp.
Subversive Capital Acquisition Corp. 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 The Parent Company
The Parent Company (TPCO Holding Corp.) (OTCQX: SBVCF, NEO: SVC.A.U, SVC.WT.U) will be California’s leading vertically-integrated cannabis company combining best-in-class operations with leading voices in popular culture and social impact. The Parent Company brings together global icon and entrepreneur Shawn “JAY-Z” Carter, entertainment powerhouse ROC NATION, California’s leading direct-to-consumer platform CALIVA, and leading cannabis and hemp manufacturer, LEFT COAST VENTURES, to form a cannabis industry leader for the post-prohibition era. Chief Visionary Officer Shawn “JAY-Z” Carter, one of the most recognized and celebrated entrepreneurs of our time, will guide The Parent Company’s brand strategy in partnership with Roc Nation, the world’s preeminent entertainment company with a roster of culture-making artists, athletes and influencers. The brands we build together will pave a new path forward for a legacy rooted in equity, access, and justice. See “Forward Looking Statements” below for more information on The Parent Company.

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, The Parent Company’s size and operations following closing of the Transaction and the potential future regulatory landscape of federal cannabis laws. 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.

Contacts:

Berrin Noorata
media@subversivecapital.com

Investor Relations
investor@subversivecapital.com

SOURCE Subversive Capital Acquisition Corp.

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