NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
TORONTO and GLIL YAM,
Israel, Jan. 30, 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 a third tranche of its previously
announced non-brokered private placement offering of units of the
Company (each a "Unit") pursuant to the listed issuer
financing exemption under Part 5A of National Instrument 45-106 –
Prospectus Exemptions (the "LIFE Offering"). An
aggregate of 1,162,000 Units at a price of US$1.25 per Unit for aggregate gross proceeds of
US$1,452,500 were issued and sold
under the third tranche of the LIFE Offering. Each Unit
consisted 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. The securities were offered for sale to purchasers
resident in Canada (except
Quebec) and/or other qualifying
jurisdictions.
To date, the Company has also closed during the first and second
tranche on an aggregate of 2,419,323 Units under the LIFE Offering
and Concurrent Offering , inclusive of the third tranche disclosed
herein, at a price of US$1.25 per
Unit for aggregate gross proceeds of US$3,024,153, such amount exclusive of 102,152
Units issued to a director of the Company in a previous tranche of
the LIFE Offering whose subscription price was satisfied by the
settlement of US$127,690 in debt owed
by the Company to the director.
The securities issued under the LIFE Offering are not subject to
any statutory hold period in accordance with applicable Canadian
securities laws. The Company may close additional tranches of the
LIFE Offering but in no event shall the final tranche close later
than March 2, 2023.
In connection with the completion of the third tranche of the
LIFE Offering, the Company paid to an eligible finder a cash
finder's fee equal to US$67,500,
representing 5% of the aggregate gross proceeds received from
purchasers who were introduced to the Company by such finder and
who participated in the third tranche of the LIFE Offering.
The Company intends to use the net proceeds from the LIFE
Offering for general working capital purposes.
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 Financial Corp. and
its wholly-owned subsidiaries Trichome JWC Acquisition Corp. and
MYM Nutraceuticals Inc., 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 the closing of additional
tranches of the LIFE Offering, the anticipated use of net proceeds
from the LIFE Offering 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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