Core Insights - InterCure reported preliminary estimated revenue of NIS 265 million for 2025, marking an 11% increase compared to 2024, with nearly 20% revenue growth in the second half of 2025 compared to the same period in the previous year [1][5][6] - The company achieved positive Adjusted EBITDA for the twelfth consecutive half-year, indicating consistent operational profitability [1][5][6] - Significant revenue generation from the German market began in the second half of 2025, contributing to the company's global expansion strategy [1][6] Financial Performance - Estimated annual revenue for 2025 is NIS 265 million, with approximately NIS 135 million generated in the second half [5] - Cash on hand as of December 31, 2025, was NIS 43 million [5] - The company resumed production and sales from the Nir Oz facility after disruptions due to the October 7, 2023 attack [5] Strategic Developments - InterCure launched over 70 new GMP SKUs in 2025, establishing category-leading positions in premium medical products [5] - The company entered into a share purchase agreement to acquire Botanico Ltd., expected to enhance access to premium U.S. genetics and cultivation technologies, with anticipated revenues of over NIS 30 million in the second half of 2026 [5][6] - A strategic investment and collaboration agreement with Cannasoul R&D Ltd. was established, acquiring a 28% stake with an option to increase to 51% within two years, enhancing research and pharmaceutical capabilities [5][6] Regulatory and Market Positioning - The company is closely monitoring regulatory developments in the U.S. regarding cannabis regulations and believes it is well-positioned to benefit from evolving market conditions [5][6] - InterCure's vertically integrated model and international partnerships are expected to drive long-term value for patients and shareholders [6][7]

Core Insights - InterCure reports preliminary estimated revenue of NIS 265 million for 2025, marking an 11% increase compared to 2024, with nearly 20% revenue growth in the second half of 2025 [1][5] - The company achieved its twelfth consecutive half-year of positive Adjusted EBITDA, indicating consistent financial performance [1][5] - Significant revenues were generated from the German market during the second half of 2025, highlighting successful market expansion efforts [1][4] Financial Highlights - Estimated annual revenue for 2025 is NIS 265 million, with approximately NIS 135 million generated in the second half [5] - Positive Adjusted EBITDA is expected in both halves of 2025, continuing the trend of financial stability [5] - Cash on hand as of December 31, 2025, is reported at NIS 43 million [5] Strategic Developments - The company resumed production, importation, and sales from the Nir Oz facility after disruptions due to the October 2023 attack [5] - InterCure launched over 70 new GMP SKUs in 2025, establishing category-leading positions in premium medical products [5] - A strategic acquisition of Botanico Ltd. is anticipated to enhance access to premium U.S. genetics and cultivation technologies, with expected revenues of over NIS 30 million in the second half of 2026 [5] - A partnership with Cannasoul R&D Ltd. was established, acquiring a 28% stake with an option to increase to 51%, enhancing research and pharmaceutical capabilities [5] Regulatory and Market Position - The company is closely monitoring regulatory developments in the U.S. regarding cannabis regulations, positioning itself to benefit from evolving market conditions [5] - InterCure's vertically integrated model and international partnerships are expected to drive long-term value for patients and shareholders [4][5]

Core Insights - InterCure has entered into a definitive Share Purchase Agreement and a Collaboration Agreement with Cannasoul R&D Ltd, acquiring a 28% ownership stake in Cannasoul with an option to increase to 51% within two years [1][2] - The collaboration aims to combine InterCure's pharmaceutical platform with Cannasoul's research capabilities to develop evidence-based cannabis therapeutics [1][4] - The agreements come at a pivotal moment for the U.S. cannabis market, as the Trump administration is reportedly considering rescheduling cannabis, which could create significant opportunities for international cannabis companies like InterCure [2][4] Company Overview - InterCure Ltd. operates as Canndoc and is Israel's largest licensed cannabis producer, known for its pharmaceutical-grade medical cannabis products [5] - The company utilizes a vertically integrated "seed-to-sale" model and has a strong distribution network, positioning itself as a leader in the global cannabis market outside North America [5] Research and Development - Prof. Dedi Meiri, a prominent cannabis researcher, is expected to chair InterCure's newly established Scientific Advisory Board, enhancing the integration of Cannasoul's analytics into InterCure's operations [3][4] - The partnership aims to accelerate the development of next-generation cannabis therapeutics, leveraging Cannasoul's advanced research capabilities [3][4] Market Context - The potential rescheduling of cannabis from Schedule I to Schedule III by the Trump administration could transform the regulatory landscape, unlocking new opportunities for companies like InterCure [2][4]

Core Insights - InterCure Ltd. reported NIS 130 million in revenue for the first half of 2025, marking a 15% increase compared to the second half of 2024 and a 3% increase compared to the first half of 2024, alongside positive operating cash flow of NIS 12 million [5][2][1] - The company achieved positive Adjusted EBITDA for the eleventh consecutive half, demonstrating resilience amid challenging conditions, including the impact of the October 7 attack and the ongoing war in Gaza [2][3] - InterCure is strategically positioned to capitalize on evolving U.S. cannabis regulations, particularly following its agreement to acquire ISHI, which is expected to enhance its market presence and product offerings [1][3][5] Financial Highlights - Revenue for the first half of 2025 was NIS 130 million, with a net loss of NIS 1.8 million compared to near break-even in the first half of 2024 [5][14] - Adjusted EBITDA was NIS 12.6 million, representing 10% of revenue, and positive cash flow from operations was NIS 12 million, a significant improvement from negative cash flow of NIS 43 million in the same period last year [5][14] - Cash on hand increased to NIS 54 million as of June 30, 2025, compared to NIS 21 million a year earlier, indicating improved liquidity [5][12] Operational and Strategic Developments - The company resumed production, importation, and sales from its Nir Oz facility, delivering the first batches since the October 7 attack [5][2] - InterCure launched over 40 new SKUs during the first half of 2025, marking its first major product launches since October 2023 [5] - The company received NIS 81 million in compensation advances from Israeli authorities for war-related damages, part of a total claim of NIS 251 million [5][19] - The acquisition of ISHI is expected to strengthen InterCure's access to premium U.S. genetics and advanced cultivation technologies, contributing tens of millions of shekels to revenues [5][6]

Core Viewpoint - InterCure Ltd. is acquiring Botanico Ltd. (known as ISHI) to enhance its global cannabis portfolio and gain access to premium American cultivation technology and brand partnerships, coinciding with potential regulatory changes in the cannabis industry [1][6]. Group 1: Acquisition Details - The acquisition will provide InterCure with ISHI's advanced AI-driven cultivation technologies, automated production systems, and exclusive brand alliances with leading U.S. operators [2]. - The deal is structured in two phases: InterCure will initially purchase 50% of ISHI's equity for 2.47 million ordinary shares, with the remaining 50% to be acquired upon ISHI achieving sustained profitability for three months or within two years, in exchange for an additional 2.46 million shares [4]. - The total deal represents approximately 10% of InterCure's fully diluted outstanding stock, with closing expected in the first quarter of 2026, pending regulatory approvals in Israel [4]. Group 2: Strategic Implications - The acquisition allows InterCure to immediately access award-winning American cannabis genetics and operational expertise through partnerships, including one with The Flowery, a prominent medical cannabis firm in Florida [3]. - ISHI's co-founders will join InterCure's leadership team, and all employee stock options at ISHI will convert to InterCure options under existing vesting terms, facilitating integration [5]. - This strategic move is viewed as a significant milestone by InterCure's CEO, positioning the company to leverage regulatory momentum and exclusive access to U.S. brands [6].

Acquisition Details - The acquisition involves the purchase of 100% of the issued and outstanding share capital of the Company, which includes 1,000,000 Ordinary Shares and 602,005 Preferred Shares[4]. - The Buyer will acquire 2,467,055 Ordinary Shares representing 5.01% and 2,457,206 Ordinary Shares representing 4.99% of the Buyer's issued and outstanding share capital on a Fully Diluted Basis[7]. - The Company will become a wholly-owned subsidiary of the Buyer following the completion of the acquisition[4]. - The acquisition is approved by the Board of Directors of both the Company and the Buyer, determining it to be in the best interests of their respective shareholders[4]. - The acquisition is subject to compliance with applicable laws, including the Israeli Companies Law and Data Protection Law[10]. - The acquisition is structured to be tax-free under Section 103K of the Israeli Income Tax Ordinance, pending a tax ruling from the ITA[34]. - The Buyer will acquire 50% of the Company Securities at the Initial Closing, with the remaining 50% to be acquired at the Additional Closing, resulting in 100% ownership of the Company on a Fully Diluted Basis[42][43]. - The Initial Closing is set to occur remotely on the fifth Business Day after all conditions are satisfied, with a Long Stop Date of six months from the Effective Date[44]. - Positive Operating Profitability must be achieved for at least three consecutive months before the Additional Closing can take place[45][46]. - The commercial distribution arrangement for Flowery branded products will be effective as of the Initial Closing[44]. Financial Statements and Compliance - The Financial Statements of the Company as of December 31, 2024, will be audited and consolidated[13]. - The Company must ensure that no Material Adverse Effect has occurred between the date of the Agreement and the Initial Closing Date[52]. - The Company has made available its audited financial statements as of December 31, 2024, and reviewed trial balance as of June 30, 2025, which fairly present its financial condition[66]. - The Company has timely filed all required tax returns and paid all material taxes due, with no current audits or examinations by tax authorities[74]. - The Company is in compliance with all applicable anti-corruption laws, with no claims or investigations pending related to such violations[75]. - The Company has complied with all applicable Data Protection Laws and has not received any notices of non-compliance[64]. - The Company has made all mandatory contributions required by applicable law and is in compliance with labor and employment laws[68]. Shareholder and Securities Information - The Company has a total of 145,731 Options representing 100% of the issued and outstanding share capital on a Fully Diluted Basis[9]. - The total shareholding before the Initial Closing amounts to 1,602,005 shares, with a fully diluted total of 1,747,736 shares[115]. - Securities Holder A holds 32.61% of the fully diluted shares, equating to 804,597 shares for the Initial Closing[115]. - The total number of shares for the Initial Closing is 2,467,055, while the Additional Closing totals 2,457,206 shares[115]. - Securities Holder D has a shareholding of 14.61%, which corresponds to 360,513 shares for the Initial Closing[115]. - The Company and Buyer are required to disclose personal information of Securities Holders as part of the transaction[109]. Obligations and Conditions - The Company must conduct its business in accordance with the Business Plan and Company Budget during the Interim Period[83]. - The Company is restricted from making capital expenditures exceeding ILS 20,000 in the aggregate without Buyer's consent[85]. - The Company must notify the Buyer of any developments that may have a Material Adverse Effect[87]. - The Company is not allowed to amend its Articles of Association or issue new equity securities without Buyer's consent[85]. - The Company must obtain all necessary approvals from governmental entities prior to the Initial Closing[52]. - The Company is required to execute an Indemnification Agreement with the Buyer at the Initial Closing[54]. - The Key Persons must continue to provide services through the Initial Closing and execute a letter of continued engagement for a period of 36 months[54]. - The Key Persons must remain engaged with the Company through the Additional Closing, with no notice of resignation allowed[58]. Legal and Governance - The Agreement is governed by the laws of the State of Israel, with disputes to be resolved in Tel-Aviv courts[112]. - Each party is responsible for its own costs and expenses related to the Agreement[112]. - The Agreement constitutes the entire understanding between the parties, superseding all prior agreements[109]. - Confidential Information must be kept confidential by all parties and disclosed only on a need-to-know basis[12.8.1]. - If the agreement is terminated before the Initial Closing, confidentiality obligations remain in effect[12.8.2]. Buyer Obligations - The Buyer has filed all required SEC and TASE reports on time, and the financial statements comply with applicable accounting standards[78]. - The Buyer will use reasonable best efforts to maintain the listing of its ordinary shares on Nasdaq and comply with all reporting obligations[79]. - Buyer will provide financing to the Company through a loan, subject to conditions outlined in the Loan Agreement[82]. - The Buyer is not obligated to provide financing prior to the Signing Date or outside the conditions specified[82]. - The Buyer must maintain sufficient ordinary shares available for issuing Equity Consideration Shares as per the agreement[12.5]. - The Buyer has exercised reasonable care to ensure no "Bad Actor" disqualifications apply to any Buyer Covered Person[81].

Core Insights - InterCure Ltd. has announced the strategic acquisition of Botanico Ltd. (ISHI), enhancing its access to advanced cultivation technologies and premium American cannabis brands [1][4] - The acquisition aligns with the potential rescheduling of cannabis by the Trump administration, which could create significant opportunities for international cannabis operators like InterCure [1][4] Company Overview - InterCure is recognized as the leading and fastest-growing cannabis company outside North America, with a focus on pharmaceutical-grade medical cannabis products [7] - The company operates under the brand Canndoc and is Israel's largest licensed cannabis producer, leveraging a high-margin vertically integrated model [7] Acquisition Details - The acquisition involves a two-phase structure, with 50% of ISHI's equity acquired initially for 2,467,055 InterCure ordinary shares, and the remaining 50% contingent on ISHI achieving positive operating profitability or within 24 months [5] - The total consideration for the acquisition amounts to 4,924,261 ordinary shares, representing approximately 10% of InterCure's outstanding shares on a fully diluted basis [5] Strategic Partnerships - ISHI has established exclusive partnerships with top-tier U.S. cannabis brands, including The Flowery, which operates significant cultivation and retail facilities in Florida and New York [2] - The acquisition provides InterCure with immediate access to award-winning cannabis genetics and advanced operational technologies, enhancing its competitive position in the global medical cannabis market [2][4] Management and Operational Integration - The founders of ISHI will join InterCure's leadership team, ensuring a smooth transition and integration of operations [5][6] - The operational integration will allow for immediate access to ISHI's product supply and technology platform, supporting InterCure's expansion into international markets [5]

Core Insights - InterCure has announced the strategic acquisition of Botanico Ltd. (ISHI), enhancing its access to advanced cultivation technologies and premium American cannabis brands, coinciding with potential regulatory changes in the U.S. cannabis market [1][4] - The acquisition is expected to provide InterCure with immediate access to award-winning cannabis genetics and operational technologies, positioning the company to capitalize on evolving regulatory frameworks favoring compliant operators [2][4] Company Overview - InterCure Ltd. (dba Canndoc) is recognized as the leading and fastest-growing cannabis company outside North America, with a focus on pharmaceutical-grade medical cannabis products and a vertically integrated "seed-to-sale" model [7] Acquisition Details - The acquisition of ISHI involves a two-phase structure, with 50% of equity acquired initially for 2,467,055 InterCure ordinary shares, and the remaining 50% contingent on ISHI achieving positive operating profitability or within 24 months [5] - The total consideration for the acquisition amounts to 4,924,261 ordinary shares, representing approximately 10% of InterCure's outstanding shares on a fully diluted basis [5] Strategic Partnerships - ISHI has established exclusive partnerships with top-tier U.S. cannabis brands, including The Flowery, which operates significant cultivation and retail facilities in Florida and New York [2][6] - The acquisition is expected to enhance InterCure's supply chain and distribution operations, supporting its expansion into international markets where pharmaceutical-grade standards are becoming the benchmark [5][6] Regulatory Context - The acquisition aligns with the reported momentum in the U.S. regarding potential cannabis rescheduling, which could unlock significant opportunities for international cannabis companies like InterCure [1][4]

[Headline Summary & Outlook](index=1&type=section&id=Headline%20Summary%20%26%20Outlook) InterCure's FY2024 results, Q1 2025 outlook, and strategic developments, including international expansion and facility recovery [FY2024 Results and Q1 2025 Update Overview](index=1&type=section&id=FY2024%20Results%20and%20Q1%202025%20Update%20Overview) This section provides a high-level overview of InterCure's financial performance for FY2024, reporting NIS 239 million in revenue and NIS 24 million in Adjusted EBITDA, alongside a strong Q1 2025 outlook with expected sequential growth of over 25%. The results were impacted by the October 7th terrorist attack and the ongoing war, for which the company is receiving compensation FY2024 Financial Performance | Metric | Value (NIS Million) | | :----- | :------------------ | | Revenue | 239 | | Adjusted EBITDA | 24 | | Adjusted EBITDA Margin | ~10% | | Cash on Hand (end 2024) | 80 | | Compensation Received (until Dec 31, 2024) | 62 | | Compensation Received (to date) | 82 | | Funding Secured | 66 | | Additional Funding from Authorities | 20 | - **Q1 2025 Outlook:** Expected sequential growth of **over 25%** to **over NIS 70 million**[5](index=5&type=chunk) - Expects continued **double-digit growth** throughout 2025[5](index=5&type=chunk) - Positive Adjusted EBITDA expected for Q1 2025[5](index=5&type=chunk) - **Impact of October 7th Attack:** 2024 results were affected by damages to the southern facility caused by the terrorist attack on October 7, 2023, and the continued war in Gaza[5](index=5&type=chunk) - InterCure is entitled to **full compensation** from the Israeli authorities for all direct and indirect damages caused to the southern facility[5](index=5&type=chunk) [Key Highlights and Strategic Developments](index=1&type=section&id=Key%20Highlights%20and%20Strategic%20Developments) InterCure maintained profitability for 18-19 consecutive quarters despite war impacts, expanded its strategic partnership with Cookies™ to Germany, and is actively restoring its Nir Oz facility, enabling new product launches and international expansion - **Profitability:** The second half of 2024 ended with positive Adjusted EBITDA and represents InterCure's **eighteenth and nineteenth consecutive quarters of profitability**[5](index=5&type=chunk) - **International Expansion:** InterCure announced expansion of its strategic partnership with Cookies™ to Germany and expects to launch first Cookies products in Germany during the upcoming months[5](index=5&type=chunk) - **Facility Recovery & Product Launches:** Restoring the southern facility continues at full force, enabling the Company to return to profitable growth, including exercising the Cookies agreement and expanding international operations in Germany, the UK, and beyond[5](index=5&type=chunk) - First launches since October 2023 of **over 20 SKUs** including the first Nir Oz products while experiencing solid global demand for CANNDOC products[5](index=5&type=chunk) - To meet up with the global demand InterCure promoting a significant development and expanding of the Nir Oz Facility in collaboration with "Tkumah" administration and other authorities in Israel[5](index=5&type=chunk) [FY2024 Financial Performance and Milestones](index=2&type=section&id=FY2024%20Financial%20Performance%20and%20Milestones) InterCure's FY2024 financial results, CEO remarks, operational milestones, and historical data, highlighting war impacts [CEO's Remarks](index=2&type=section&id=Alexander%20Rabinovich%2C%20CEO%20and%20Chairman%20of%20InterCure%20noted) CEO Alexander Rabinovich highlighted InterCure's resilience in 2024 despite challenges from the October 7th attack and ongoing war, emphasizing continued revenue generation with positive Adjusted EBITDA and a focus on growth. He expressed confidence in double-digit growth, international expansion, and leadership in the pharmaceutical cannabis industry for 2025, while also hoping for peace and supporting regional recovery - **Resilience & Growth Focus:** Despite unprecedented challenges in 2024, including the impact of the October 7th attack on the Nir Oz facility and ongoing war in Gaza, InterCure remained resilient, generating revenues with **positive Adjusted EBITDA**, and focused on growth[8](index=8&type=chunk) - **Nir Oz Recovery:** Following the successful completion of **NIS 66 million funding**, the company is accelerating the recovery of its Nir Oz facility and has already resumed product launches from the site[8](index=8&type=chunk) - **2025 Outlook:** As the company enters 2025, it is seeing strong demand across global markets and is confident in its ability to continue delivering **double-digit growth**, expand international operations, and lead the Pharmaceutical cannabis industry forward[8](index=8&type=chunk) - **Commitment to Recovery:** The company is committed to playing a meaningful role in the region's recovery and rebuilding efforts in the aftermath of tragic events[9](index=9&type=chunk) [Detailed Financial and Operational Milestones](index=2&type=section&id=FY2024%20Financial%20Highlights%20and%20Milestones) InterCure reported annual revenue of NIS 239 million and Adjusted EBITDA of NIS 24 million for FY2024, maintaining profitability for 18-19 consecutive quarters. The company secured NIS 66 million in funding for its Nir Oz facility recovery, expanded its European footprint with Cookies™ agreements, and grew its medical cannabis pharmacy chain to 25 active locations FY2024 Financials | Metric | Value (NIS Million) | | :----- | :------------------ | | Annual Revenue | 239 | | Adjusted EBITDA | 24 | | Adjusted EBITDA Margin | ~10% | - **Profitability:** H2/2024 represents the **eighteenth and nineteenth consecutive quarters of profitability**[10](index=10&type=chunk) - **War Compensation:** InterCure received **NIS 62 million** until December 31, 2024 (to date, **NIS 82 million**) as partial advanced payments from the Israeli authorities and expects to receive additional substantial payments to cover war-related damages[10](index=10&type=chunk) - **Cash Position:** The Company ended 2024 with cash on hand of **NIS 80 million**[10](index=10&type=chunk) - **European Expansion:** Expands its European footprint with new strategic agreements with Cookies™, enhancing branded product offerings and expecting to launch Cookies Corners licensed pharmacies in Germany and UK, alongside differentiated online platforms[10](index=10&type=chunk) - **Domestic Expansion:** Continued expansion of the Company's dedicated medical cannabis pharmacy chain to a total of **25 active locations** as of today[10](index=10&type=chunk) - **Funding Secured:** Secured Funding of **NIS 66 million** to support the recovery of Nir Oz Facility, which may increase to **NIS 107 million** to support the expansion of the facility in collaboration with the "Tkumah" administration[10](index=10&type=chunk) - The funding includes investments from key shareholders[10](index=10&type=chunk) - **Future Growth & Product Pipeline:** After the October 7, 2023 terrorist attack effects on revenues and operations in 2024, the Company expects to resume sequential quarterly growth during 2025[10](index=10&type=chunk) - As the restoration of the Nir Oz facility continues, CANNDOC will resume launching during 2025 with a pipeline of **over 80 GMP SKUs**, including Cookies, Binske and new brands[10](index=10&type=chunk) [Historical Financial Data](index=3&type=section&id=Company%27s%20Revenues%20and%20Adjusted%20EBITDA%202021-2024) This section presents a historical overview of InterCure's revenues, net income, and Adjusted EBITDA from 2021 to 2024, highlighting the impact of the October 7th terrorist attack and the war in Gaza on 2024 and 2023 results Historical Financial Performance (2021-2024) | Metric | 2024 (NIS '000) | 2023 (NIS '000) | 2022 (NIS '000) | 2021 (NIS '000) | | :---------------- | :-------------- | :-------------- | :-------------- | :-------------- | | Revenues | 238,845 | 355,553 | 388,684 | 219,677 | | Net Income | (72,793) | (63,533) | 43,749 | 7,294 | | Adjusted EBITDA | 24,193 | 60,870 | 84,125 | 56,897 | - **Note on 2023-2024 Results:** Results for 2024 and 2023 were affected by damages to the southern facility caused by the terrorist attack on October 7, 2023, and the continued war in Gaza[11](index=11&type=chunk) [Company Profile and Financial Definitions](index=3&type=section&id=Company%20Profile%20and%20Financial%20Definitions) InterCure's market position, business model, non-IFRS measures definition, and Adjusted EBITDA reconciliation [About InterCure (dba Canndoc)](index=3&type=section&id=About%20InterCure%20%28dba%20Canndoc%29) InterCure, operating as Canndoc, is a leading, profitable, and fast-growing cannabis company outside North America. It is Israel's largest licensed cannabis producer, offering GMP-certified, pharmaceutical-grade medical cannabis products through a vertically integrated "seed-to-sale" model and extensive distribution network - **Market Position:** InterCure (dba Canndoc) is the **leading, profitable, and fastest growing cannabis company** outside of North America[12](index=12&type=chunk) - **Subsidiary:** Canndoc, a wholly owned subsidiary of InterCure, is **Israel's largest licensed cannabis producer** and one of the first to offer Good Manufacturing Practices (GMP) certified and pharmaceutical-grade medical cannabis products[12](index=12&type=chunk) - **Business Model:** InterCure leverages its market leading distribution network, best in class international partnerships and a high-margin vertically integrated "seed-to-sale" model to lead the fastest growing cannabis global market outside of North America[12](index=12&type=chunk) [Non-IFRS Measures Definition](index=3&type=section&id=Non-IFRS%20Measures) This section defines Adjusted EBITDA as a non-IFRS financial measure used by InterCure. It represents earnings before interest, income taxes, depreciation, and amortization, further adjusted for changes in fair value of inventory, share-based payment expense, impairment losses, non-controlling interest, and other expenses/income. The company uses this measure to provide useful information on operating and financial performance, acknowledging it may not be comparable to similar measures from other companies - **Adjusted EBITDA Definition:** Earnings before interest, income taxes, depreciation, and amortization, adjusted for changes in the fair value of inventory, share-based payment expense, impairment losses (and gains) on financial assets, non-controlling interest and other expenses (or income)[13](index=13&type=chunk) - **Purpose:** InterCure uses this measure because it believes it provides useful information to both management and investors with respect to the operating and financial performance of the Company[13](index=13&type=chunk) - **Comparability:** This measure is not a recognized measure under IFRS, does not have a standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies[13](index=13&type=chunk) [Adjusted EBITDA Reconciliation](index=3&type=section&id=Reconciliation%20of%20Adjusted%20EBITDA%20to%20net%20income) This section provides a detailed reconciliation of Adjusted EBITDA to net income for the years 2021 through 2024, breaking down adjustments such as financing costs, tax expenses, depreciation, share-based payments, and fair value adjustments Adjusted EBITDA Reconciliation (2021-2024) | Metric | 2024 (NIS '000) | 2023 (NIS '000) | 2022 (NIS '000) | 2021 (NIS '000) | | :------------------------------------ | :-------------- | :-------------- | :-------------- | :-------------- | | Revenues | 238,845 | 355,553 | 388,684 | 219,677 | | Net Income | (72,793) | (63,533) | 43,749 | 7,294 | | Financing cost (net) | 20,116 | 19,719 | 6,786 | 9,451 | | Tax expenses | (14,530) | 2,248 | 93 | 11,441 | | Depreciation and amortization | 15,371 | 13,166 | 11,699 | 7,393 | | Share-based payments | 2,281 | 2,592 | 8,907 | 6,451 | | Other expenses (exclude other income from the Tax authorities) | 62,497 | 75,289 | 2,128 | 2,971 | | Changes in the fair value of financial assets | (340) | 666 | 174 | 1,868 | | Fair value adjustment to inventory | 5,360 | 3,244 | 3,874 | 4,858 | | Adjusted EBITDA (Consolidated) | 17,962 | 53,392 | 77,411 | 51,727 | | Non cannabis sector expenses | 6,231 | 7,479 | 6,715 | 5,170 | | Adjusted EBITDA (Cannabis Sector) | 24,193 | 60,871 | 84,126 | 56,897 | [Important Disclosures](index=4&type=section&id=Important%20Disclosures) Cautionary forward-looking statements, inherent risks, and contact information for InterCure Ltd [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section contains cautionary statements regarding forward-looking information, which are based on management's assumptions and subject to risks and uncertainties. These risks include global expansion success, continued growth, market conditions, the impact of the COVID-19 pandemic, the war in Israel and Ukraine, changes in laws, public perception of the cannabis industry, and reliance on senior management expertise. Actual results may differ materially from projections - **Nature of Statements:** This press release contains forward-looking statements, often characterized by terminology such as "believes," "hopes," "may," "anticipates," "should," "intends," "plans," "will," "expects," "estimates," "projects," "positioned," "strategy" and similar expressions[15](index=15&type=chunk) - **Risks and Uncertainties:** Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially, including the Company's success of its global expansion plans, its continued growth, the impact of the COVID-19 pandemic, the impact of the war in Israel and the war in Ukraine, changes in applicable laws, the U.S. regulatory landscapes and enforcement related to cannabis, changes in public opinion and perception of the cannabis industry, and reliance on the expertise and judgment of senior management[15](index=15&type=chunk) [Contacts](index=4&type=section&id=Contacts) Provides contact information for InterCure Ltd., specifically for Amos Cohen, Chief Financial Officer - **Contact Person:** Amos Cohen, Chief Financial Officer[16](index=16&type=chunk) - **Email:** amos@intercure.co[16](index=16&type=chunk)

Core Viewpoint - InterCure Ltd. demonstrated resilience in 2024 despite significant challenges, including the impact of the October 7th attack and ongoing conflict in Gaza, achieving revenues of NIS 239 million and positive Adjusted EBITDA of NIS 24 million, while focusing on growth and recovery efforts [4][6]. Financial Performance - Revenues for the year ended December 31, 2024, were NIS 239 million, a decrease from NIS 355.6 million in 2023 [7]. - Adjusted EBITDA for 2024 was NIS 24 million, approximately 10% of revenues, compared to NIS 60.9 million in 2023 [7]. - The company ended 2024 with cash on hand of NIS 80 million [6]. Operational Highlights - InterCure's southern facility was damaged due to the October 7, 2023, attack, but the company is entitled to full compensation from Israeli authorities, having received NIS 62 million in partial payments [6]. - The company expects to continue double-digit growth throughout 2025, with a strong start to Q1 2025 projected at over NIS 70 million in revenues [6]. - InterCure is expanding its strategic partnership with Cookies™ into Germany, with product launches expected soon [6]. Market Position and Strategy - InterCure is recognized as the leading cannabis company outside North America, leveraging a vertically integrated "seed-to-sale" model [8]. - The company is enhancing its product offerings through strategic agreements and expanding its dedicated medical cannabis pharmacy chain to 25 active locations [6][8]. - The company plans to restore and expand the Nir Oz facility in collaboration with local authorities, aiming to meet global demand for its products [6].