EX-99.1 2 ex99-1.htm

Exhibit 99.1

Intercure Ltd.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

As of September 30, 2022

(Unaudited)

Intercure Ltd.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

As of September 30, 2022

(Unaudited)

INDEX

| Page
Condensed Consolidated Interim Statements of Financial Position | 3-4
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income | 5
Condensed Consolidated Interim Statements of Changes in Equity | 6
Condensed Consolidated Interim Statements of Cash Flows | 7-8
Notes to Condensed Consolidated Interim Financial Statements | 9-18

2

Intercure Ltd.
Condensed Consolidated Interim Statements of Financial Position

|  |  |  | September 30 |  |  | December 31 |
|  |  |  | 2022 |  |  | 2021 |
|  | Note |  | NIS in thousands |
Current assets |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  |  |  | 215,255 |  |  |  | 196,217 |
Restricted cash |  |  |  |  | 24,271 |  |  |  | 21,083 |
Trade receivables |  |  |  |  | 40,227 |  |  |  | 17,407 |
Other receivables |  |  |  |  | 74,689 |  |  |  | 33,244 |
Inventory |  | 5 |  |  | 126,156 |  |  |  | 62,313 |
Biological assets |  | 6 |  |  | 9,139 |  |  |  | 5,566 |
Financial assets measured at fair value through profit or loss |  | 7 |  |  | 200 |  |  |  | 330 |
|  |  |  |  | 489,937 |  |  |  | 336,160 |
Non-current assets |  |  |  |  |  |  |  |  |  |
Property, plant and equipment and right-of-use asset |  |  |  |  | 94,703 |  |  |  | 86,509 |
Goodwill |  |  |  |  | 285,209 |  |  |  | *268,291 |
Deferred tax assets |  |  |  |  | 2,407 |  |  |  | 3,020 |
Financial assets measured at fair value through profit or loss |  |  |  |  | 2,565 |  |  |  | 2,565 |
|  |  |  |  | 384,884 |  |  |  | 360,385 |
Total assets |  |  |  |  | 874,821 |  |  |  | 696,545 |

* Immaterial adjustment of comparative data, see Note 2 (2)

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

3

Intercure Ltd.
Condensed Consolidated Interim Statements of Financial Position

|  | September 30 |  |  | December 31 |
|  | 2022 |  |  | 2021 |
Current liabilities |  |  |  |  |  |  |  |
Short term loan and current maturities |  |  | 134,998 |  |  |  | 70,559 |
Trade payables |  |  | 97,796 |  |  |  | 64,474 |
Other payables |  |  | 37,673 |  |  |  | 41,050 |
Contingent consideration |  |  | 23,648 |  |  |  | 15,780 |
Short term loan from non-controlling interest |  |  | 1,232 |  |  |  | 1,722 |
|  |  | 295,347 |  |  |  | 193,585 |
Non-current liabilities |  |  |  |  |  |  |  |
Borrowings |  |  | 45,591 |  |  |  | 11,877 |
Liabilities in respect of employee benefits |  |  | 1,005 |  |  |  | 224 |
Loan from related party |  |  | - |  |  |  | 76 |
Lease liability |  |  | 19,415 |  |  |  | 21,371 |
|  |  | 66,011 |  |  |  | 33,548 |
Total liabilities |  |  | 361,358 |  |  |  | 227,133 |
Equity |  |  |  |  |  |  |  |
Share capital, premium and other reserves |  |  | 629,290 |  |  |  | 623,567 |
Capital reserve for transactions with controlling shareholder |  |  | 2,388 |  |  |  | 2,388 |
Receipts on account of shares |  |  | 8,541 |  |  |  | 8,541 |
Accumulated losses |  |  | (150,200 | ) |  |  | (186,468 | )
Equity attributable to owners of the Company |  |  | 490,019 |  |  |  | 448,028 |
Non-controlling interests |  |  | 23,444 |  |  |  | *21,384 |
Total equity |  |  | 513,463 |  |  |  | 469,412 |
Total equity and liabilities |  |  | 874,821 |  |  |  | 696,545 |

* Immaterial adjustment of comparative data, see Note 2 (2)

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

4

Intercure Ltd.
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income

|  | Nine months ended September 30, |  |  | Three months ended September 30, |  |  | Year ended December 31 |
|  | 2022 |  |  | 2021 |  |  | 2022 |  |  | 2021 |  |  | 2021 |
|  | NIS in thousands |
Revenue |  |  | 283,078 |  |  |  | 139,976 |  |  |  | 100,572 |  |  |  | 61,695 |  |  |  | 219,677 |
Cost of revenue before fair value adjustments |  |  | 161,605 |  |  |  | 80,600 |  |  |  | 56,498 |  |  |  | 37,013 |  |  |  | 123,688 |
Gross income before impact of changes in fair value |  |  | 121,473 |  |  |  | 59,376 |  |  |  | 44,074 |  |  |  | 24,682 |  |  |  | 95,989 |
Unrealized changes to fair value adjustments of biological assets |  |  | 4,567 |  |  |  | 3,761 |  |  |  | (3,314 | ) |  |  | 1,316 |  |  |  | 6,574 |
Loss (profit) from fair value changes realized in the current year |  |  | (3,183 | ) |  |  | 6,372 |  |  |  | (5,453 | ) |  |  | 3,942 |  |  |  | 11,432 |
Gross Profit |  |  | 129,223 |  |  |  | 56,765 |  |  |  | 46,213 |  |  |  | 22,056 |  |  |  | 91,131 |
Research and development expenses |  |  | 458 |  |  |  | 1,015 |  |  |  | 120 |  |  |  | 298 |  |  |  | 1,235 |
General and administrative expenses |  |  | 27,206 |  |  |  | 15,598 |  |  |  | 10,248 |  |  |  | 7,825 |  |  |  | 27,206 |
Selling and marketing expenses |  |  | 40,886 |  |  |  | 14,668 |  |  |  | 16,774 |  |  |  | 6,245 |  |  |  | 23,214 |
Other expenses (income), net |  |  | 227 |  |  |  | 1,401 |  |  |  | (897 | ) |  |  | 1,692 |  |  |  | 2,971 |
Changes in the fair value of financial assets through loss or (profit), net. |  |  | 177 |  |  |  | (333 | ) |  |  | 54 |  |  |  | (8 | ) |  |  | 1,868 |
Share based payments |  |  | 6,172 |  |  |  | 5,281 |  |  |  | 3,731 |  |  |  | 1,463 |  |  |  | 6,452 |
Operating Profit |  |  | 54,097 |  |  |  | 19,135 |  |  |  | 16,183 |  |  |  | 4,541 |  |  |  | 28,185 |
Financing expenses |  |  | 10,496 |  |  |  | 2,956 |  |  |  | 4,397 |  |  |  | 2,464 |  |  |  | 9,581 |
Financing income |  |  | 8,966 |  |  |  | - |  |  |  | 161 |  |  |  | - |  |  |  | 130 |
Profit before tax on income |  |  | 52,567 |  |  |  | 16,179 |  |  |  | 11,947 |  |  |  | 2,077 |  |  |  | 18,734 |
Tax on income |  |  | (14,084 | ) |  |  | (5,846 | ) |  |  | (3,639 | ) |  |  | (1,537 | ) |  |  | (11,441 | )
Total comprehensive Profit |  |  | 38,483 |  |  |  | 10,333 |  |  |  | 8,308 |  |  |  | 540 |  |  |  | 7,293 |
Attribution of net profit for the quarterly: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
To the Company’s shareholders |  |  | 36,268 |  |  |  | 7,761 |  |  |  | 7,256 |  |  |  | (1,644 | ) |  |  | 4,690 |
To non-controlling interests |  |  | 2,215 |  |  |  | 2,572 |  |  |  | 1,052 |  |  |  | 2,184 |  |  |  | 2,603 |
Total |  |  | 38,483 |  |  |  | 10,333 |  |  |  | 8,308 |  |  |  | 540 |  |  |  | 7,293 |
Profit per share |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic Profit |  |  | 0.80 |  |  |  | 0.18 |  |  |  | 0.16 |  |  |  | (0.04 | ) |  |  | 0.12 |
Diluted Profit |  |  | 0.80 |  |  |  | 0.16 |  |  |  | 0.16 |  |  |  | (0.03 | ) |  |  | 0.11 |

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

5

Intercure Ltd.
Consolidated Interim Statements of Changes in Equity

|  | Share capital, premium and other reserves |  |  | Capital reserve for transactions with controlling shareholder |  |  | Receipts on account of shares |  |  | Accumulated losses |  |  | Equity attributable to owners of the Company |  |  | Non-controlling interests |  |  | Total equity |
|  | NIS in thousands |
As of January 1, 2022 |  |  | 623,567 |  |  |  | 2,388 |  |  |  | 8,541 |  |  |  | (186,468 | ) |  |  | 448,028 |  |  |  | 21,384 |  |  |  | 469,412 |
Profit for the period |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 36,268 |  |  |  | 36,268 |  |  |  | 2,215 |  |  |  | 38,483 |
Acquisitions of subsidiaries |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (155 | ) |  |  | (155 | )
Settlement in cash of an obligation to issue shares |  |  | (449 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (449 | ) |  |  | - |  |  |  | (449 | )
Share-based payment |  |  | 6,172 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 6,172 |  |  |  | - |  |  |  | 6,172 |
As of September 30, 2022 |  |  | 629,290 |  |  |  | 2,388 |  |  |  | 8,541 |  |  |  | (150,200 | ) |  |  | 490,019 |  |  |  | 23,444 |  |  |  | 513,463 |
As of January 1, 2021 |  |  | 452,259 |  |  |  | 2,388 |  |  |  | 11,017 |  |  |  | (191,158 | ) |  |  | 274,506 |  |  |  | 17,603 |  |  |  | 292,109 |
Profit for the period |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 7,761 |  |  |  | 7,761 |  |  |  | 2,572 |  |  |  | 10,333 |
Exercise of share options |  |  | 8,359 |  |  |  |  |  |  |  | (1,963 | ) |  |  | - |  |  |  | 6,396 |  |  |  | - |  |  |  | 6,396 |
Share-based payment |  |  | 5,282 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,282 |  |  |  | - |  |  |  | 5,282 |
Issuance of shares, net |  |  | 135,997 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 135,997 |  |  |  | - |  |  |  | 135,997 |
As of September 30, 2021 |  |  | 601,897 |  |  |  | 2,388 |  |  |  | 9,054 |  |  |  | (183,397 | ) |  |  | 429,942 |  |  |  | 20,175 |  |  |  | 450,117 |

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

6

Intercure Ltd.
Condensed Consolidated Interim Statements of Cash Flows

|  | Nine months ended September 30, |
|  | 2022 |  |  | 2021 |
|  | NIS in thousands |
Cash flows from operating activities |  |  |  |  |  |  |  |
Profit for the period |  |  | 38,483 |  |  |  | 10,333 |
Taxes on income paid |  |  | (6,397 | ) |  |  | (1,853 | )
Adjustments required to present cash flows from operating activities (A) |  |  | (23,978 | ) |  |  | 13,720 |
Net cash provided by (used in) operating activities |  |  | 8,108 |  |  |  | 22,200 |
Cash flows from investing activities |  |  |  |  |  |  |  |
Purchase of property, plant and equipment |  |  | (15,059 | ) |  |  | (6,555 | )
Grant of loan |  |  | (44,732 | ) |  |  | (4,972 | )
Acquisition of Subsidiary and activities, net of cash acquired |  |  | 797 |  |  |  | (28,288 | )
Settlement in cash of an obligation to issue shares |  |  | (449 | ) |  |  | - |
Investment in assets measured at fair value through profit or loss |  |  | - |  |  |  | (281 | )
Decrease in deposit |  |  | - |  |  |  | 11 |
Increase in deposit |  |  | (1,651 | ) |  |  | (11 | )
Payment for contingent consideration |  |  | (6,168 | ) |  |  | - |
Payment for deferred consideration for the acquisitions of subsidiaries |  |  | (12,716 | ) |  |  | - |
Net cash used in investing activities |  |  | (79,978 | ) |  |  | (40,096 | )
Cash flows from financing activities |  |  |  |  |  |  |  |
Exercise of share options |  |  | - |  |  |  | 6,396 |
Lease payments |  |  | (957 | ) |  |  | (582 | )
Receipt of loans from banks |  |  | 175,138 |  |  |  | 63,200 |
Repayment of loans from banks |  |  | (77,955 | ) |  |  | (100 | )
Receipt of loan to related party and controlling shareholder |  |  | 158 |  |  |  | - |
Repayment of loan from related party and controlling shareholder |  |  | (711 | ) |  |  | (4,534 | )
Proceeds from issuance of shares as part of private issuance, net of issuance costs |  |  | - |  |  |  | 128,221 |
Interest paid |  |  | *(12,357 | ) |  |  | *(2,894 | )
Net cash provided by financing activities |  |  | 83,316 |  |  |  | 189,707 |
Increase in cash and cash equivalents |  |  | 11,446 |  |  |  | 171,811 |
Exchange differences in respect of balances of cash and cash equivalents |  |  | 8,204 |  |  |  | (720 | )
Balance of cash and cash equivalents at beginning of year |  |  | 195,272 |  |  |  | 37,888 |
Balance of cash and cash equivalents at end of year |  |  | 214,922 |  |  |  | 208,979 |

* Reclassified due to change in accounting policy, see Note 2(3).

7

Intercure Ltd.
Condensed Consolidated Interim Statements of Cash Flows

|  | Nine months ended September 30, |
|  | 2022 |  |  | 2021 |
|  | NIS in thousands |
A) Adjustments required to present cash flows from operating activities |  |  |  |  |  |  |  |
Adjustments to items in the consolidated statement of comprehensive income: |  |  |  |  |  |  |  |
Depreciation |  |  | 7,348 |  |  |  | 4,185 |
Share-based payment |  |  | 6,172 |  |  |  | 5,282 |
Changes in the fair value of financial assets through profit or loss, net |  |  | 177 |  |  |  | (333 | )
Finance expenses (income), net |  |  | 1,530 |  |  |  | 2,956 |
Change in liabilities in respect of employee benefits, net |  |  | 398 |  |  |  | - |
Contingent consideration |  |  | 1,255 |  |  |  | - |
Tax expense |  |  | 14,084 |  |  |  | 5,846 |
|  |  | 30,964 |  |  |  | 17,936 |
Changes in assets and liabilities items: |  |  |  |  |  |  |  |
Decrease (increase) in trade receivables |  |  | (21,878 | ) |  |  | 459 |
Decrease (increase) in other receivables |  |  | 4,412 |  |  |  | (6,606 | )
Increase in inventory |  |  | (61,812 | ) |  |  | (6,620 | )
Increase in biological assets |  |  | (3,573 | ) |  |  | (904 | )
Increase (decrease) in trade payables |  |  | 29,661 |  |  |  | (7,730 | )
Increase (decrease) in other payables |  |  | (1,752 | ) |  |  | 17,185 |
|  |  | (54,942 | ) |  |  | (4,216 | )
|  |  | (23,978 | ) |  |  | 13,720 |

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

8

Intercure Ltd.
Notes to Condensed Consolidated Interim Financial Statements

Note 1 - General

| A. | The Company’s activity

Intercure Ltd. (hereinafter: the “Company”) is a public company which is listed on the Tel Aviv Stock Exchange, Toronto Stock Exchange and Nasdaq, domiciled in Israel. Its offices are located in Herzliya. The Company is engaged in the medical cannabis sector mainly through its holdings of the entire issued and paid-up capital of Canndoc Ltd. (hereinafter: “Canndoc”), the entire issued and paid-up capital of Pharmazone Ltd. (hereinafter: “Pharmazone”) and through its 50.1% stake in the issued and paid-in capital of Cannolam Ltd. (hereinafter: “Cannolam”). The Company also has additional holdings in the biomed sector.

During 2022, the Company engaged in 4 agreements for the acquisition of pharmacies. See note 3A.

Investments in the biomed sector:

The Company invested in three companies in the biomed sector: Regenera Pharma Ltd. (hereinafter: “Regenera”), F.O.R.E Biotherapeutics Ltd. (formerly known as NovellusDX Ltd., hereinafter: “Fore”) and Cavnox Ltd. (hereinafter: “Cavnox”). For additional details regarding investments in the biomed sector, see Note 7.

| B. | Definitions:

In these consolidated financial statements:

| Company | - | Intercure Ltd.
| Group | - | The Company and its subsidiaries.
| Related Parties | - | As defined in IAS 24.
| USD | - | U.S. dollars.
| NIS | - | New Israeli shekel.
| Subsidiaries | - | Companies which are controlled by the Company (as defined in IFRS 10), directly or indirectly, and whose financial statements are fully consolidated with the Company’s reports.

9

Intercure Ltd.
Notes to Condensed Consolidated Interim Financial Statements

Note 2 - Significant Accounting Policies

| 1. | Basis of Preparation of the financial statements

The Group’s condensed consolidated financial statements (hereinafter: the “Interim Financial Statements”) have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting” (hereinafter: “IAS 34”).

These financial statements have been prepared in a condensed format as of September 30, 2022, and for the nine months then ended (“condensed consolidated interim financial statements”). These financial statements should be read in conjunction with the Company’s annual financial statements as of December 31, 2021 and accompanying notes (“annual consolidated financial statements”).

These condensed consolidated interim financial statements were authorized for issue by the Group’s Board of Directors on November 14 ,2022.

| 2. | Immaterial adjustment of comparative data

Subsequent to release of the Company’s annual consolidated financial statements and prior to the release date of these interim condensed consolidated financial, an error was discovered in the accounting treatment of Non-controlling interests.

The Company examined the materiality of the error that was discovered in its financial statements with respect to the relevant reporting periods, and after examining the quantitative and qualitative parameters it reached the conclusion that the aforesaid error has no effect on how the users of the consolidated financial statements make economic decisions and/or analyze the aforesaid financial statements. Therefore, the error is not a material error that requires issuing revised consolidated financial statements of the Group.

Presented hereunder are the effects of the correction, which was included in the comparative data in these interim financial statements by marking the corrected items with “immaterial adjustment”.

| (1) | Effect of the correction on the statement of financial position

|  | December 31, 2021 |
|  |  |  |  |  |  |  | As presented in |
|  | As presented |  |  | Effect of |  |  | these financial |
|  | in the past |  |  | correction |  |  | statements |
|  | NIS thousands |  |  | NIS thousands |  |  | NIS thousands |
Goodwill |  |  | 258,070 |  |  |  | 10,221 |  |  |  | 268,291 |
Non-controlling interests |  |  | 11,163 |  |  |  | 10,221 |  |  |  | 21,384 |

10

Intercure Ltd.
Notes to Condensed Consolidated Interim Financial Statements

Note 2 - Significant Accounting Policies (Cont’d)

| 3. | Change in accounting policy, IAS 7

During the reporting period, the Company changed the classification of interest paid to be presented under financing activities instead of operating activities.

The Company considered this classification more appropriate and provides more relevant information about the Company’s transactions on the cash flow statements.

| (1) | Effect of the classification on the statements of cash flows:

|  | Nine months ended September 30, 2021 |
|  |  |  |  |  |  |  | As presented in |
|  | As presented |  |  | Effect of |  |  | these financial |
|  | in the past |  |  | correction |  |  | statements |
|  | NIS thousands |  |  | NIS thousands |  |  | NIS thousands |
Profit for the period |  |  | 10,333 |  |  |  |  |  |  |  | 10,333 |
Interest paid |  |  | (2,894 | ) |  |  | 2,894 |  |  |  |  |
Taxes on income paid |  |  | (1,853 | ) |  |  |  |  |  |  | (1,853 | )
Adjustments required to present cash flows from operating activities (A) |  |  | 13,720 |  |  |  |  |  |  |  | 13,720 |
Net cash provided by (used in) operating activities |  |  | 19,306 |  |  |  | 2,894 |  |  |  | 22,200 |
Net cash provided by financing activities |  |  | 192,601 |  |  |  | (2,894 | ) |  |  | 189,707 |

Note 3 - Transactions and Events During the Reporting Period

| A. | Acquisitions:

On January 19, 2022, the Company engaged in an agreement to purchase 51% of “Orni” pharmacy located in Tel Aviv.

On February 5, 2022, the Company engaged in an agreement to purchase 100% of “Maayan Haim” pharmacy located in Ashdod.

On April 24, 2022, the Company engaged in an agreement to purchase 51% of “Amidar” pharmacy located in Naharia.

On May 15, 2022, the Company opened a pharmacy in Vienna, Austria, which is fully owned by Cannolam.

On July 27, 2022, the Company engaged in an agreement to purchase 51% of “Refua Center” pharmacy located in Bnei Brak.

11

Intercure Ltd.
Notes to Condensed Consolidated Interim Financial Statements

Note 3 - Transactions and Events During the Reporting Period (Cont’d)

| A. | Acquisitions: (Cont’d)

Measurement of fair values

Presented hereunder is information regarding the techniques the Gcn:

| A. | Contingent consideration in business combination

The Group has NIS 12,780 thousand of contingent considerations.

| B. | Presented below is the fair value, as of the acquisition’s date, of the transferred consideration:

|  | NIS in thousands |
Consideration paid in cash |  |  | 1,000 |
Deferred consideration in cash |  |  | 3,322 |
Contingent consideration |  |  | 12,780 |
Non-controlling interests |  |  | (155 | )
|  |  | 16,947 |

| C. | Net cash flow in the acquisition

|  | NIS in thousands |
Consideration paid in cash |  |  | 1,000 |
Less - acquired cash and cash equivalents |  |  | 1,797 |
|  |  | 797 |

| D. | Amounts recognized on the acquisition date in respect of assets and liabilities:

|  | NIS in thousands |
Cash and cash equivalents |  |  | 1,797 |
Trade and other receivables |  |  | 2,115 |
Inventory |  |  | 2,032 |
Property, plant and equipment and right-of-use asset |  |  | 275 |
Goodwill |  |  | 150 |
Current maturities |  |  | (75 | )
Trade and other payable |  |  | (4,463 | )
Loan from non-controlling interest |  |  | (92 | )
Liabilities in respect of employee benefits |  |  | (383 | )
Borrowings |  |  | (1,169 | )
Total identifiable net assets |  |  | 187 |

12

Intercure Ltd.
Notes to Condensed Consolidated Interim Financial Statements

Note 3 - Transactions and Events During the Reporting Period (Cont’d)

| A. | Acquisitions: (Cont’d)

| E. | Goodwill

The consideration which was paid in the business combination included amounts associated with the expected benefits from synergy (collaboration), growth in revenue, and future developments in the Subsidiaries operating market. These benefits are not recognized separately from goodwill, since the future economic benefits which are expected to arise from them are not reliably measurable. All of the above led to the recognition of goodwill in the amount of NIS 16,761 thousand.

| F. | Non-controlling interests

The total sum of non-controlling interests in the Subsidiaries which was recognized on the acquisitions date is NIS )155) thousand. The non-controlling interests measured at the date of the business combination at their proportionate interest in the identifiable assets and liabilities of the acquiree.

| B. | During the reporting period, the Company borrowed loans in an aggregate amount of NIS 175 million for periods of 0.25 - 5 years at interest rates ranging from Prime +1.97% to Prime +2.05%.

During the reporting period the Company repaid loans in an aggregate amount of NIS 78 million.

| C. | On February 16, 2022, the Company engaged in an agreement with Cann Pharmaceutical Ltd. (“Better”), a Israeli medical cannabis multi-national operator known as “Better” to acquire 100% of Better’s shares, which includes “Better’s” unique strains, cultivation site, intellectual property, and commercial operations in Israel as well it’s international activities. Purchase price of USD 35 million: paid with Intercure shares at the valuation of USD 10 per share. The acquisition closing is subject to customary closing conditions as well as specific approvals of the Israel

Medical Cannabis Agency (IMCA), the Toronto Stock Exchange (TSX), as well as the approval of the court in Israel.

| D. | On March 1, 2022, the company signed a definitive agreement (hereinafter: “Agreement”) with Altman Health LP (“Altman Health”), the market leader of OTC and nutritional supplements in over 1,700 points of sale, including all major pharmacies across Israel. The newly formed company will focus on the new Israeli CBD product market, following the Israeli Minister of Health’s announcement On February 28, 2022, that CBD will be removed from the Dangerous Drugs Act.

| E. | On May 15, 2022, the Company’s board of directors authorized management to offer a total of up to 596,937 options to an officer (the Company’s CFO) and 7 Canndoc employees, which constitute 1.3% of the Company’s shares in accordance with the Company 2015 ESOP plan.

| F. | On September 15, 2022, the company held an annual Special General Meeting of Shareholders, that approved an extension of the exercise period for 1,030,325 options previously granted to the Company’s chairman of the board, for an additional 3 years until December 31, 2026.

13

Intercure Ltd.
Notes to Condensed Consolidated Interim Financial Statements

Note 4 - Cultivating Facilities

Canndoc has an advanced propagation and growing facility which is located in Kibbutz Beit HaEmek, in which it develops and grows a wide variety of unique strains of medical cannabis (hereinafter: the “Northern Facility”). As of the reporting date, the northern facility is spread over an area of approximately 5 dunams, whereby Canndoc has the right of first refusal regarding an option to expand the area of the northern facility to a total area of approximately 16 dunams. The northern facility includes a greenhouse for propagating, growing and florescence, as well as a processing facility and operational areas. During the reporting period, Canndoc performed extension, upgrade and adjustment works on the northern facility, for the purpose of ensuring the northern facility’s compliance with the high-quality standards required to export from Israel and adjusting the quality of the products to the level required in Israel and in the target countries. The performance of the upgrade works was concluded in the fourth quarter of 2019; On May 21, 2020, an addendum to the agreement was signed, which formalized, inter alia, the investment in the Company’s facility in Beit HaEmek. As of the publication date of the report, the suspensory conditions for the fulfillment of the agreement have not yet been met.

In Kibbutz Beit HaEmek, as of September 30, 2022 the Company had approximately NIS 11 million in Property, plant and equipment, net, in respect of facilities that are used by the activity. Held inventory and biological assets of approximately NIS 2 million, with immaterial amount of liabilities that are directly attributed to the activity. During the reporting period the activity generated revenue of approximately NIS 2 million and generated a net loss of approximately NIS 1 million (30% of these results is attributable to Kibbutz Beit HaEmek).

In Kibbutz Nir-Oz, as of September 30, 2022 the Company had approximately NIS 54 million in Property, plant and equipment, net, in respect of facilities that are used by the activity. Held inventory and biological assets of approximately NIS 43 million, with immaterial amount of liabilities that are directly attributed to the activity.

During the reporting period the activity generated revenue of approximately NIS 9 million and generated a net income of approximately NIS 1 million (26% of these results is attributable to Kibbutz Nir-Oz).

Note 5 - Inventory:

Inventory is comprised of finished goods of dry packaged or rolled medical cannabis and cannabis oil, as well as the outputs of processing procedures, which include, inter alia, agricultural produce which has been transferred from biological assets, where the procedure of processing into finished goods has not yet been completed.

|  | September 30, |  |  | December 31, |
|  | 2022 |  |  | 2021 |
|  | NIS in thousands |
Finished goods |  |  | 81,502 |  |  |  | 39,256 |
Goods in process and dried inflorescence |  |  | 44,654 |  |  |  | 23,057 |
Total inventory |  |  | 126,156 |  |  |  | 62,313 |

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Intercure Ltd.
Notes to Condensed Consolidated Interim Financial Statements

Note 6 - Biological Assets:

The Company measured biological assets (level 3), which are mostly comprised of medical cannabis plants and agricultural produce, at fair value less selling costs up to the point of harvest. This value serves as the cost basis of inventory after the harvest.

The Company’s biological assets are primarily comprised of medical cannabis seedlings and medical cannabis. Presented below are the changes in biological assets during the reporting period:

|  | September 30, |  |  | December 31, |
|  | 2022 |  |  | 2021 |
|  | NIS in thousands |
Balance as of January 1 |  |  | 5,566 |  |  |  | 3,153 |
Costs of growing medical cannabis plants |  |  | 46,998 |  |  |  | 24,556 |
Change in fair value less selling costs |  |  | 11,196 |  |  |  | 6,574 |
Transfer to inventory |  |  | (54,621 | ) |  |  | (28,717 | )
Balance as of the end of the period |  |  | 9,139 |  |  |  | 5,566 |

Disclosure regarding assumptions which were used to estimate the net fair value of biological assets

| A. | below are the main assumptions used:

|  | September 30 |  |  | December 31 |
|  | 2022 |  |  | 2021 |
Net growing area (in thousands of square meters) |  |  | 10.5 |  |  |  | 10.5 |
Estimate net yield as of the reporting date (tons) (1) |  |  | 2.4 |  |  |  | 1.6 |
Estimated net selling price (NIS per gram) (2) |  |  | 17.4 |  |  |  | 17.4 |
Estimated growing cycle length (in weeks) (4) |  |  | 13 |  |  |  | 13 |
Estimated growing cycle completion rate (in percent) (5) |  |  | 32 | % |  |  | 29 | %
Proportion of plants which do not reach the harvesting stage |  |  | 8 | % |  |  | 8 | %

| (1) | According to the number of seedlings as of the end of the reporting period
| (2) | According to the price range of the Company’s existing products as of the end of the reporting period
| (3) | The Company’s estimate regarding the future ratio of sales
| (4) | In accordance with the Company’s experience, and according to the strains which exist as of the reporting date
| (5) | By planting date vs. growing cycle length

| B. | Below is a sensitivity analysis on the fair value of the biological assets (in NIS thousands) in respect of a 10% increase in each of the following variables:

|  | September 30 |  |  | December 31 |
|  | 2022 |  |  | 2021 |
|  | NIS in thousands |
Change of average selling price |  |  | 1,105 |  |  |  | 673 |
Change of proportion of oil products |  |  | 60 |  |  |  | 50 |
Change of proportion of plants which do not reach harvest |  |  | (73 | ) |  |  | (445 | )

15

Intercure Ltd.
Notes to Condensed Consolidated Interim Financial Statements

Note 7 - Investments in Financial Assets Measured at Fair Value Through Profit or Loss:

| A. | As of September 30, 2022 and as of December 31, 2021, the Company holds 3,840,617 shares of XTL Biopharmaceuticals Ltd. (hereinafter: “XTL”), which constitute 0.70% of XTL’s issued and paid-up capital.

XTL is a public traded company listed in the Tel-Aviv stock exchange.

On January 19, 2022, the Company engaged in an agreement to purchase 51% of “Orni” pharmacy. As of this date, Orni held an investment in financial assets measured at fair value through profit or loss, in amount of NIS 47 thousand in various tradable stocks.

The fair value of these two financial assets as of the end of the reporting period was estimated based on the quoted share price (level 1).

The fair value and changes in securities which were classified “Financial assets measured at fair value through profit or loss” during the reporting periods was as follows:

|  | September 30 |  |  | December 31 |
|  | 2022 |  |  | 2021 |
|  | NIS in thousands |
Balance for the beginning of the period |  |  | 330 |  |  |  | 376 |
Acquisition of subsidiary |  |  | 47 |  |  |  | - |
Changes in fair value carried to the statement of income |  |  | (177 | ) |  |  | (46 | )
Balance for the end of the period |  |  | 200 |  |  |  | 330 |

| B. | The Company’s investments in biomed companies are revalued at fair value through profit and loss. The fair value is determined according to valuations, which are mostly performed using the OPM method.

|  | September 30 |  |  | December 31 |
|  | 2022 |  |  | 2021 |
|  | NIS in thousands |
Fair value of the investment in Regenera |  |  | - |  |  |  | - |
Fair value of the investment in Fore |  |  | 1,600 |  |  |  | 1,600 |
Fair value of the investment in Cavnox |  |  | 965 |  |  |  | 965 |
|  |  | 2,565 |  |  |  | 2,565 |

Note 8 - Other receivables:

The balance includes an amount of approximately NIS 34 million loaned to third parties in connection with potential acquisitions which have not yet been materialized.

16

Intercure Ltd.
Notes to Condensed Consolidated Interim Financial Statements

Note 9 - Operating segment data:

Reconciliation of operating segment data include cancellation of assets of the cannabis segment, addition of the investment in accordance with the equity method, and addition of assets and liabilities which were not attributed to segments.

|  | NIS in thousands |
|  | Cannabis segment |  |  | Biomed segment |  |  | Reconciliations |  |  | Total |
Nine months ended September 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
External revenue |  |  | 283,078 |  |  |  | - |  |  |  | - |  |  |  | 283,078 |
Segment profit (loss) |  |  | 65,999 |  |  |  | (173 | ) |  |  | - |  |  |  | 65,826 |
General and administrative expenses not attributable to segments |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (11,502 | )
Other expenses, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (227 | )
Operating profit |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 54,097 |
Segment assets |  |  | 745,221 |  |  |  | 2,766 |  |  |  | 126,834 |  |  |  | 875,821 |
Segment liabilities |  |  | 394,575 |  |  |  | - |  |  |  | (33,217 | ) |  |  | 361,358 |
Nine months ended September 30, 2021 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
External revenue |  |  | 139,976 |  |  |  | - |  |  |  | - |  |  |  | 139,976 |
Segment profit (loss) |  |  | 29,010 |  |  |  | 333 |  |  |  | - |  |  |  | 29,343 |
General and administrative expenses not attributable to segments |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (8,807 | )
Other expenses, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (1,401 | )
Operating Profit |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 19,135 |
Segment assets |  |  | 513,202 |  |  |  | 4,132 |  |  |  | 138,269 |  |  |  | 655,602 |
Segment liabilities |  |  | 231,838 |  |  |  | - |  |  |  | (26,352 | ) |  |  | 205,486 |
Three months ended September 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
External revenue |  |  | 100,572 |  |  |  | - |  |  |  | - |  |  |  | 100,572 |
Segment profit (loss) |  |  | 21,606 |  |  |  | (50 | ) |  |  | - |  |  |  | 21,556 |
General and administrative expenses not attributable to segments |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (6,270 | )
Other expenses, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 897 |
Operating profit |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 16,183 |
Segment assets |  |  | 67,970 |  |  |  | (49 | ) |  |  | 14,836 |  |  |  | 81,757 |
Segment liabilities |  |  | 40,344 |  |  |  | - |  |  |  | 30,040 |  |  |  | 70,384 |

17

Intercure Ltd.
Notes to Condensed Consolidated Interim Financial Statements

Note 9 - Operating segment data: (Cont’d)

|  | NIS in thousands |
|  | Cannabis segment |  |  | Biomed segment |  |  | Reconciliations |  |  | Total |
Three months ended September 30, 2021 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
External revenue |  |  | 61,695 |  |  |  | - |  |  |  | - |  |  |  | 61,695 |
Segment profit (loss) |  |  | 9,731 |  |  |  | 8 |  |  |  | - |  |  |  | 9,739 |
General and administrative expenses not attributable to segments |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (3,506 | )
Other expenses, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (1,692 | )
Operating Profit |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4,541 |
Segment assets |  |  | 513,202 |  |  |  | 4,132 |  |  |  | 138,269 |  |  |  | 655,603 |
Segment liabilities |  |  | 231,838 |  |  |  | - |  |  |  | (26,353 | ) |  |  | 205,485 |
Year ended December 31, 2021 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
External revenue |  |  | 219,677 |  |  |  | - |  |  |  | - |  |  |  | 219,677 |
Segment profit (loss) |  |  | 44,646 |  |  |  | (1,868 | ) |  |  | - |  |  |  | 42,778 |
General and administrative expenses not attributable to segments |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (11,620 | )
Other expenses, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (2,971 | )
Operating Profit |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 28,187 |
Segment assets |  |  | 551,435 |  |  |  | 2,895 |  |  |  | 131,994 |  |  |  | 686,324 |
Segment liabilities |  |  | 132,562 |  |  |  | - |  |  |  | 94,571 |  |  |  | 227,133 |

Note 10 - Subsequent events:

| A. | In October 2022, the Company purchase 51% of “Amirim Pharm” pharmacy located in Hadera for an immaterial consideration.
| B. | In October 2022, Fore has initiated an investment round. If the Company chooses not to participate it will be diluted from 0.44% to 0.10% on a fully diluted basis.

- - - - - - - - - - - -

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