TORONTO and GLIL YAM, Israel, May 7, 2025
/CNW/ -- IM Cannabis Corp. (Nasdaq: IMCC) (CSE: IMCC) (the
"Company" or "IM Cannabis"), a leading medical
cannabis company with operations in Israel and Germany, is pleased to announce that, further
its news release dated April 11, 2025
(the "April 11 Release"), it
has filed a management information circular (the "Circular")
in connection with the upcoming annual general and special meeting
of the shareholders of the Company ("Shareholders") to be
held on May 23, 2025 (the
"Meeting"). Capitalized terms not otherwise defined herein
have the meanings attributed to them in the April 11 Release.
Meeting Details
The Company's board of directors (the "Board") has set
March 31, 2025 as the record date
(the "Record Date") for determining the Shareholders
entitled to receive notice of and vote at the Meeting. The Meeting
will be held at the offices of Company's legal counsel, Garfinkle
Biderman LLP, located at 1 Adelaide Street East, Suite 801,
Toronto, Ontario M5C 2V9 on
Friday, May 23, 2025 at 10:00 a.m. (Toronto time).
To be effective, proxies in respect of the Meeting must be duly
completed, signed and returned in the envelope provided for that
purpose to Computershare Trust Company of Canada, 8th Floor, 100 University Ave,
Toronto, Ontario M5J 2Y1, by
courier, by mail, by phone at 1-866-732-8683 (Toll Free North
America) / 312-588-4290 (International Direct Dial) or by
electronic voting through www.investorvote.com in each case by
10:00 a.m. (Toronto time) on May
21, 2025, or in the event of an adjournment or postponement
of the Meeting, 48 hours before the time of the adjourned or
postponed Meeting (excluding Saturdays, Sundays and holidays).
Votes cast electronically are in all respects equivalent to, and
will be treated in the exact same manner as, votes cast via a paper
instrument of proxy. Further details on the electronic voting
process are provided in the instrument of proxy.
The Company has elected to use the "notice-and-access" mechanism
provided for under National Instrument 54-101 – Communication
with Beneficial Owners of Securities of a Reporting Issuer to
deliver the Meeting materials to non-registered Shareholders,
including the Circular, notice of Meeting, consolidated audited
financial statements of the Company for the financial years ended
December 31, 2024, and 2023 and the
auditors' report thereon and accompanying management's discussion
and analysis. This means that, rather than receiving paper copies
of the Meeting materials in the mail, non-registered Shareholders
as of the Record Date will have access to electronic copies of the
Meeting materials at https://investors.imcannabis.com and under the
Company's SEDAR+ and EDGAR profiles at www.sedarplus.ca and
www.sec.gov/edgar. The Meeting materials will remain on the
Company's website for a period of one year. Notice-and-access will
not be used for the registered Shareholders and registered
Shareholders will instead receive a paper copy of the Meeting
materials and all proxy related materials in the mail.
For a description of the matters being considered at the
Meeting, please refer to the Circular and Meeting materials.
Additional Information on the Focus Transaction
The Company wishes to provide Shareholders with additional
information on the proposed Focus Transaction. To determine the
Focus Purchase Price, the Board commissioned an arm's length
independent third-party, Beta Finance T.Y.S
Ltd., a leading financial consulting company in Israel. Utilizing a discounted cash flow
income approach, they determined the value of Focus, as of
December 31, 2024, to be
approximately NIS 3.1 million based
on the future cash flow expected to be generated by its operations.
Applying this analysis, it was determined that a 26% interest in
Focus would be worth approximately NIS
818,740.
The Company, IMC Holdings and Ewave agreed that to preserve the
Company's cash, they intend to settle the Focus Purchase Price
through the issuance of Common Shares, calculated on the basis of a
deemed price per Common Share equal to the greater of: (x) the
ten-day volume weighted average price of the Common Shares on the
CSE ending on the date the Company receives disinterested
shareholders' approval to complete the Focus Transaction; and (y)
the discounted market price pursuant to the policies of the
CSE.
The Board (excluding the conflicted director) unanimously
determined the Focus Transaction to be in the best interests of the
Company and recommends the approval of the Focus Transaction and
Focus Transaction Resolution (as such term is defined in the
Circular) by disinterested Shareholders at the Meeting.
Your vote is important. Whether or not you plan to attend
the Meeting, we encourage you to vote promptly.
About IM Cannabis Corp.
IM Cannabis (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 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 IM Cannabis ecosystem operates in Israel through its subsidiaries, 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 IM Cannabis products throughout the entire value
chain. In Germany, the IM Cannabis
ecosystem operates through Adjupharm GmbH, where it distributes
cannabis to pharmacies for medical cannabis patients.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking information or
forward-looking statements under applicable Canadian and
United States 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 relating to the Company holding the Meeting on the date
and time set out herein; the Company's plan to seek
disinterested Shareholder approval to complete the Focus
Transaction at the Meeting; and the Company's plan to complete the
Focus Transaction.
Forward-looking statements are based on assumptions that may
prove to be incorrect, including but not limited to: the Company
will hold the Meeting on the date and time set out herein;
the Company will seek disinterested Shareholder approval to
complete the Focus Transaction at the Meeting; and the Company
completing the Focus Transaction.
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 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
inability to continue to meet the listing requirements of the CSE
and the Nasdaq Capital Market; any unexpected failure to maintain
in good standing or renew its licenses; the ability of the Company
and Focus (collectively, the "Group") to deliver on their
sales commitments or growth objectives; the reliance of the Group
on third-party 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;
reliance on key personnel; the risk of defaulting on existing debt;
risks surrounding war, conflict and civil unrest in Eastern Europe and the Middle East, including the impact of the
Israel-Hamas war on the Company, its operations and the medical
cannabis industry in Israel; risks
associated with the Company focusing on the Israel and Germany markets; the Company's inability to
realize upon the stated efficiencies and synergies of the Company
as a global organization with domestic expertise in Israel and Germany; the Company's inability to realize
upon its retail presence, distribution capabilities and data-driven
insights; the Company not holding the Meeting on the date and time
as set out herein; the Company not receiving disinterested
Shareholder approval to complete the Focus Transaction at the
Meeting; the Company not completing the Focus Transaction; and
the risks, uncertainties and factors set out under the
heading "Risk Factors" in the Company's annual report on Form 20-F
dated March 31, 2025, which is
available on the Company's issuer profile on SEDAR+
at www.sedarplus.ca and Edgar
at www.sec.gov/edgar. 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.
Company Contact:
Anna Taranko,
Director Investor & Public Relations IM Cannabis Corp.
+49 157 80554338
a.taranko@imcannabis.de
Oren Shuster, CEO
IM Cannabis Corp.
+972-77-3603504
info@imcannabis.com
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SOURCE IM Cannabis Corp.