/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO and GLIL YAM, Israel, Aug. 24,
2022 /CNW/ - IM Cannabis Corp. ("IM Cannabis"
or the "Company") (NASDAQ: IMCC) (CSE: IMCC), a leading
medical and adult-use recreational cannabis company with operations
in Israel, Canada, and Germany, is pleased to announce that it has
closed the first tranche of its non-brokered private placement, as
described in its press release of August 19,
2022 (the "Offering") of 4,887,496 common shares of
the Company (each a "Common Share" and collectively the
"Common Shares") at a price of USD$0.50 per Common Share for aggregate proceeds
of USD$2,443,748.
The Company intends to use the proceeds from the Offering for
general working capital purposes.
All securities issued under the Offering are subject to a hold
period of four months and one day from the closing date under
applicable Canadian securities laws, in addition to such other
restrictions as may apply under applicable securities laws of
jurisdictions outside Canada.
"We have a clear plan to unlock our full potential as soon as
possible," stated Oren Shuster,
Chief Executive Officer of IM Cannabis. "Given the market and
business dynamics across our regions, capital allocation has become
more important than ever. We are now even better positioned to
leverage our multi-country presence and supply chain model to drive
the continued growth and success of the company."
Insiders of the Company, lead by Oren
Shuster, Chief Executive Officer and Director, and
Shai Shemesh, Chief Financial
Officer, subscribed for 1,563,496 Common Shares for aggregate
proceeds of US$781,748 (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.
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 Common Shares in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Common Shares
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 Common
Shares 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.
IM Cannabis (NASDAQ: IMCC) (CSE: IMCC) is a leading
international cannabis company providing premium products to
medical patients and adult-use recreational consumers. IM Cannabis
is one of the very few companies with operations in Israel, Germany, and Canada, the three largest federally legal
markets. The ecosystem created through its international operations
leverages the Company's unique data-driven perspective and product
supply chain globally. With its commitment to responsible growth
and financial prudence, and the ability to operate within the
strictest regulatory environments, the Company has quickly become
one of the leading cultivators and distributors of high-quality
cannabis globally.
The IM Cannabis 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 centres and logistical hubs in Israel that enable the safe delivery and
quality control of IM Cannabis products throughout the entire value
chain. In Germany, the IM Cannabis
ecosystem operates through Adjupharm GmbH, where it also
distributes cannabis to pharmacies to medical cannabis patients. In
Canada, IM Cannabis operates
through Trichome Financial Corp. and its subsidiaries Trichome JWC
Acquisition Corp. and MYM Nutraceuticals Inc., where it cultivates
and processes cannabis for the adult-use market at its Ontario and Nova Scotia facilities under
the WAGNERS and Highland Grow brands. For more information, please
visit www.imcannabis.com.
Disclaimer for Forward-Looking
Information
This press release contains "forward-looking information" and
"forward-looking statements" within the meaning of applicable
Canadian and United States
securities laws (collectively, "forward-looking information").
Forward-looking information are often, but not always, identified
by the use of words such as "seek", "anticipate", "believe",
"plan", "estimate", "expect", "likely" and "intend" and statements
that an event or result "may", "will", "should", "could" or "might"
occur or be achieved and other similar expressions. Forward-looking
information in this press release includes, without limitation,
statements relating to the anticipated use of proceeds.
Forward-looking information is based on assumptions that may
prove to be incorrect, including but not limited, the anticipated
increase in demand for medical and adult-use recreational cannabis
in the markets in which the Company operates; the Company's
satisfaction of international demand for its products; the
Company's ability to implement its growth strategies and leverage
synergies of acquisitions; the Company's ability to reach patients
through e-commerce and brick and mortar retail operations; the
development and introduction of new products; the ability to import
and the supply of premium and indoor grown cannabis products from
the Company's Canadian subsidiaries and third-party suppliers and
partners; the changes and trends in the cannabis industry; the
Company's ability to maintain and renew or obtain required
licenses; the ability to maintain cost-efficiencies and network of
suppliers to maintain purchasing capabilities; the effectiveness of
its products for medical cannabis patients and recreational
consumers; future cannabis pricing and input costs; cannabis
production yields; the Company being able to continue to drive
organic growth from Canadian operations; and the Company's ability
to market its brands and services successfully to its anticipated
customers and medical cannabis patients.
The above lists of forward-looking statements and assumptions
are not exhaustive. Since forward-looking statements address future
events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results may differ materially from
those currently anticipated or implied by such forward-looking
statements due to a number of factors and risks. These include:
general business risk and liability, including claims or complaints
in the normal course of business; any failure of the Company to
maintain "de facto" control over Focus Medical and/or High Way
Shinua Ltd. ("HW Shinua") in accordance with IFRS 10;
limitations on stockholdings of the Company in connection with its
potential direct engagement in the Israeli medical cannabis market;
the ability and/or need to obtain additional financing for
continued operations; the lack of control over the Company's
investees; the failure of the Company to comply with applicable
regulatory requirements in a highly regulated industry; unexpected
changes in governmental policies and regulations in the
jurisdictions in which the Company operates; the Company's ability
to continue to meet the listing requirements of the Canadian
Securities Exchange and the NASDAQ Capital Market; any unexpected
failure to maintain in good standing or renew its licenses; the
ability of the Company, its acquisitions to integrate each entity
into the Company's operations and realize the anticipated benefits
and synergies of each such transaction and the timing thereof and
the focus of management on such integration; any potential
undisclosed liabilities of entities acquired by the Company that
were unidentified during the due diligence process; the
interpretation of Company's acquisitions of companies or assets by
tax authorities or regulatory bodies, including but not limited to
the change of control of licensed entities; the ability of the
Company, Focus Medical and HW Shinua (collectively, the
"Group") to deliver on their sales commitments or growth
objectives; the Group's reliance on third-party supply agreements
and its ability to enter into additional supply agreements to
provide sufficient quantities of medical cannabis to fulfil the
Group's obligations; the Group's possible exposure to liability,
the perceived level of risk related thereto, and the anticipated
results of any litigation or other similar disputes or legal
proceedings involving the Group; the impact of increasing
competition; any lack of merger and acquisition opportunities;
adverse market conditions; the inherent uncertainty of production
quantities, qualities and cost estimates and the potential for
unexpected costs and expenses.
Please see the other risks, uncertainties and factors set out
under the heading "Risk Factors" in the Company's management's
discussion and analysis dated August
15th, 2022 and annual information form dated
March 31st, 2022 filed
with Canadian securities regulators and which are available on the
Company's issuer profile on SEDAR at www.sedar.com. Any
forward-looking statement included in this press release is made as
of the date of this press release and is based on the beliefs,
estimates, expectations and opinions of management on the date such
forward-looking information is made. The Company does not undertake
any obligation to update forward-looking statements except as
required by applicable securities laws. Investors should not place
undue reliance on forward-looking statements. Forward-looking
statements contained in this press release are expressly qualified
by this cautionary statement.
SOURCE IM Cannabis Corp.