Subversive Capital Acquisition Corp. (NEOE:GRAM.U) ("SCAC") entered into definitive agreement to acquire Left Coast Ventures ("LCV") on November 24, 2020. Under the terms of the agreement, upon closing of the transaction the Left Coast Ventures shareholders will receive aggregate consideration of approximately CAD 142.2 million which is subject to certain adjustments and holdback less the Sisu consideration. Left Coast Venture shareholders will receive consideration in the form of newly issued SCAC common shares, subject to exceptions for certain U.S. persons that will receive consideration in cash. In connection with the consummation of the LCV Transaction, SCAC has also agreed to repay in full certain promissory notes of Left Coast Ventures for an aggregate amount equal to $15.0 million which Left Coast Ventures note repayment will adjust the consideration paid to Left Coast Ventures shareholders on closing. In addition, the Left Coast Venture shareholders may receive up to approximately 3.9 million additional SCAC common shares in the event the VWAP of SCAC common shares reaches $13.00, $17.00 and $21.00 within three years of closing. Concurrently with the completion of the LCV Transaction, Left Coast Ventures will acquire Sisu Extraction, LLC for a aggregate consideration of approximately $76.3 million. The LCV Note Repayment and cash portion of the Sisu Consideration may, in certain circumstances, be partially satisfied by convertible notes issued by SCAC. In a related transaction, Subversive Capital concurrently entered into definitive transaction agreements with Shawn “JAY-Z” Carter, Roc Nation, Caliva Inc., and wherein along with Left Coast Ventures, Inc. will form TPCO Holding Corp. Subversive Capital has received private placement commitments of $36.5 million immediately prior to, and conditional on, completion of the transaction with respect to formation of TPCO Holding Corp. Left Coast Ventures continuing as the surviving entity and becoming a wholly-owned subsidiary of SCAC. The Parent Company will be led by Steve Allan as the Chief Executive Officer, Brett Cummings as Chief Financial Officer and President of LCV, Dennis O’Malley as Chief Operating Officer and President of Caliva, Drew Kornreich as Chief M&A Officer, John Figueiredo as President of SISU and Colin Brown as Chief Legal Officer. Pursuant to the Brand Strategy Agreement, JAY-Z will lead the brand strategy and marketing playbook and will be appointed as Chief Visionary Officer. The Parent Company Board is expected to be comprised of the following individuals as at the Effective Time: Michael Auerbach, Carol Bartz, Al Foreman, Leland Hensch, Daniel Neukomm, Desiree Perez and Jeffry Allen. Completion of the transaction, remains subject to the satisfaction or waiver of certain customary conditions including, among other things, the requisite approval of the shareholders of Left Coast Ventures, (b) the approval of the Exchange recognizing the LCV transaction as SCAC’s qualifying acquisition and the listing of the SCAC Common Shares on the Exchange, (c) a final receipt for the prospectus having been issued by or on behalf of the securities authorities, (d) no law or order (other than U.S. federal cannabis laws) having been enacted, issued, promulgated, enforced or entered that prohibits or restrains the consummation of the LCV Transaction, (e) the conversion of SCAC’s Class A restricted voting shares and Class B shares into SCAC Common Shares, (f) contemporaneous closing of the LCV transaction, and (f) the waiting period under the HSR Act having expired or being terminated. The transaction is expected to close in January 2021. As of December 17, 2020, the transaction is expected to close on January 15, 2021. John Robertson and Laura Medina of Cooley LLP and Cassels Brock & Blackwell LLP acted as legal advisor to Left Coast Ventures. Canaccord Genuity Corp. is serving as financial advisor to SCAC. Blake, Cassels & Graydon LLP and Paul Hastings LLP are acting as legal counsel to SCAC. Stikeman Elliot LLP is acting as legal counsel to Canaccord Genuity Corp. Subversive Capital Acquisition Corp. (NEOE:GRAM.U) completed the acquisition of Left Coast Ventures on January 15, 2021. The consideration includes approximately US$70 million (subject to certain adjustments and holdbacks) satisfied in the form of newly issued Common Shares at a price of US$10.00 per Common Share, subject to exceptions for certain U.S. persons that received cash consideration. As a result of this acquisition, Common Shares and Warrants are now trading on the NEO Exchange under the symbols "GRAM.U" and "GRAM.WT.U", respectively, and remain trading on the OTCQX under the symbols "SBVCF" and "SBVQF," respectively. Beginning January 19, 2021, the OTCQX symbol "SBVCF" will change to "GRAMF."