NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
TORONTO and GLIL YAM,
Israel, Jan. 16, 2023 /PRNewswire/ -- 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.
Company Contact:
Maya
Lustig, Director Investor & Public Relations
IM Cannabis Corp.
+972-54-677-8100
maya.l@imcannabis.com
Oren Shuster, CEO
IM Cannabis Corp.
+972-77-3603504
info@imcannabis.com
Forward-Looking Statements
This press release contains forward-looking information or
forward-looking statements under applicable Canadian and U.S.
securities laws (collectively, "forward-looking
statements"). All information that addresses activities or
developments that we expect to occur in the future are
forward-looking statements. Forward-looking statements 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 statements are based on the estimates
and opinions of management on the date the statements are made. In
the press release, such forward-looking statements include, but are
not limited to, statements regarding, closing of additional
tranches of the Listed Issuer Financing Exemption Offering, the
anticipated use of net proceeds from the offerings and the
strategic plans of the Company.
Forward-looking statements are 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; 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: the
ability of the Company to close the offerings; 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 in accordance with IFRS 10;
potential limitations on stockholdings of the Company in connection
with its subsidiaries' engagement in the Israeli medical cannabis
market; the ability and/or need to obtain additional financing for
continued operations on terms acceptable to the Company; 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 to
integrate each of its acquisitions 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 and Focus Medical to deliver
on their sales commitments or growth objectives; the reliance of
the Company and Focus Medical (collectively, the "Group") 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; risks of
product liability and other safety-related liability from the usage
of the Group's cannabis products; supply chain constraints;
competition; reliance on key personnel; the Company's ability to
continue as a going concern; the risk of defaulting on existing
debt and war and civil conflict in Eastern Europe and the Middle East.
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 November
14th, 2022 and annual information form dated
March 31st, 2022 filed
with the Canadian securities regulators and which are available on
the Company's issuer profile on SEDAR
at www.sedar.com and on EDGAR at www.sec.gov. 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.
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