TORONTO and GLIL YAM, Israel —
IM Cannabis Corp. (the “Company” or “IMC”) (NASDAQ: IMCC) (CSE: IMCC), an international medical cannabis company, is pleased to announce that it has closed the first tranche of its non-brokered private placement, as described in its press release of January 13, 2023 (the “Listed Issuer Financing Exemption Offering” or “LIFE Offering”) of 400,000 units of the Company (each a “Unit”) at a price of US$1.25 per Unit for aggregate proceeds of US$500,000 (the “LIFE First Tranche”). Each Unit consists of one common share of the Company (each a “Common Share”) and one Common Share purchase warrant (each a “Warrant”). Each Warrant entitles its holder to purchase one additional Common Share at an exercise price of US$1.50 for a period of 36 months from the date of issue. Units in the LIFE First Tranche were offered for sale to purchasers resident in Canada (except Quebec) and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, and will not be subject to any statutory hold period in accordance with applicable Canadian securities laws. The Company may close additional tranches of the Listed Issuer Financing Exemption Offering.
The Company has also closed a non-brokered private placement of 1,159,999 Units on the same terms and at the same price as the Listed Issuer Financing Exemption Offering for aggregate gross proceeds of US$1,449,999 (the “Concurrent Offering”). The Concurrent Offering was led by Company insiders, including Oren Shuster, Chief Executive Officer and Director of the Company. The securities issued pursuant to the Concurrent Offering will be subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities laws.
The Company intends to use the net proceeds from each of the LIFE First Tranche and the Concurrent Offering for general working capital purposes.
“Given the market and business dynamics across our regions, capital allocation has become more important than ever,” stated Oren Shuster, Chief Executive Officer of IM Cannabis. “We continue to be strongly focused on generating efficiencies and synergies, bringing all our financial and human capital to support growth and success of the Company.”
Insiders of the Company, lead by Oren Shuster, Chief Executive Officer and Director, and Rafael Gabay, a 10% holder of Common Shares, subscribed for 1,159,999 Units for aggregate proceeds of US$1,449,999 (collectively, the “Insiders”). As a result of the participation by Insiders, the Offering is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for exemptions from the requirements to obtain a formal valuation and minority shareholder approval, respectively, because the fair market value of the Insiders’ participation in the Offering was below 25% of the Company’s market capitalization for purposes of MI 61-101. The Company did not file a material change report in respect of the participation of the Insiders in the Concurrent Offering at least 21 days before closing of the Concurrent Offering as the participation of the Insiders was not determined at that time.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the Units may not be offered or sold within the United States, its territories or possessions, any state of the United States or the District of Columbia (collectively, the “United States”) or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States.
About IM Cannabis Corp.
IMC (Nasdaq: IMCC) (CSE: IMCC) is an international cannabis company that provides premium cannabis products to medical patients in Israel and Germany, two of the largest medical cannabis markets. The Company has recently commenced exiting operations in Canada to pivot its focus and resources to achieve sustainable and profitable growth in its highest value markets, Israel and Germany. The Company leverages a transnational ecosystem powered by a unique data-driven approach and a globally sourced product supply chain. With an unwavering commitment to responsible growth and compliance with the strictest regulatory environments, the Company strives to amplify its commercial and brand power to become a global high-quality cannabis player.
The IMC ecosystem operates in Israel through its commercial relationship with Focus Medical Herbs Ltd. (“Focus Medical”), which imports and distributes cannabis to medical patients, leveraging years of proprietary data and patient insights. The Company also operates medical cannabis retail pharmacies, online platforms, distribution centers, and logistical hubs in Israel that enable the safe delivery and quality control of IMC products throughout the entire value chain. In Germany, the IMC ecosystem operates through Adjupharm GmbH, where it distributes cannabis to pharmacies for medical cannabis patients. Until recently, the Company also actively operated in Canada through Trichome and its wholly-owned subsidiaries TJAC and MYM, where it cultivated, processed, packaged, and sold premium and ultra-premium cannabis at its own facilities under the WAGNERS and Highland Grow brands for the adult-use market in Canada. The Company’s Canadian operation continues to export premium and ultra-premium medical cannabis to Israel. The Company is exiting operations in Canada and considers these operations discontinued. For more information, please visit www.imcannabis.com.
