FORM 5

QUARTERLY LISTING STATEMENT

Name of Listed Issuer: IM Cannabis Corp (the "Issuer").

Trading Symbol: IMCC

This Quarterly Listing Statement must be posted on or before the day on which the Issuer's unaudited interim financial statements are to be filed under the Securities Act, or, if  no interim statements are required to be filed for the quarter, within 60 days of the end of the Issuer's first, second and third fiscal quarters.  This statement is not intended to replace the Issuer's obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by the Exchange Policies.  If material information became known and was reported during the preceding quarter to which this statement relates, management is encouraged to also make reference in this statement to the material information, the news release date and the posting date on the Exchange website.

General Instructions

(a) Prepare this Quarterly Listing Statement using the format set out below.  The sequence of questions must not be altered nor should questions be omitted or left unanswered.  The answers to the following items must be in narrative form.  When the answer to any item is negative or not applicable to the Issuer, state it in a sentence.  The title to each item must precede the answer.

(b) The term "Issuer" includes the Listed Issuer and any of its subsidiaries.

(c) Terms used and not defined in this form are defined or interpreted in Policy 1 - Interpretation and General Provisions.

There are three schedules which must be attached to this report as follows:

SCHEDULE A:  FINANCIAL STATEMENTS

Financial statements are required as follows:

For the first, second and third financial quarters interim financial statements prepared in accordance with the requirements under Ontario securities law must be attached.

If the Issuer is exempt from filing certain interim financial statements, give the date of the exempting order.


Refer to the Issuer's condensed interim consolidated financial statements for the period ended September 30, 2020 filed on SEDAR and posted on the Issuer's profile on the CSE website.

SCHEDULE B:  SUPPLEMENTARY INFORMATION

The supplementary information set out below must be provided when not included in Schedule A.

1. Related party transactions

Provide disclosure of all transactions with a Related Person, including those previously disclosed on Form 10. Include in the disclosure the following information about the transactions with Related Persons:

(a) A description of the relationship between the transacting parties.  Be as precise as possible in this description of the relationship.  Terms such as affiliate, associate or related company without further clarifying details are not sufficient.

(b) A description of the transaction(s), including those for which no amount has been recorded.

(c) The recorded amount of the transactions classified by financial statement category.

(d) The amounts due to or from Related Persons and the terms and conditions relating thereto.

(e) Contractual obligations with Related Persons, separate from other contractual obligations.

(f) Contingencies involving Related Persons, separate from other contingencies.

During the third quarter of 2020, I.M.C. Holdings Ltd. ("IMC Holdings") loaned €400,000 to Adjupharm GmbH ("Adjupharm"), to be repaid within 2 years according to the loan agreement dated April 26, 2019 signed between the two parties. Both IMC Holdings and Adjupharm are Related Persons of the Issuer, each by virtue of being a Related Entity.

2. Summary of securities issued and options granted during the period.


Provide the following information for the period beginning on the date of the last Listing Statement (Form 2A):

(a) summary of securities issued during the period,

Date of Issue

 Type of Security

(common shares,

convertible debentures, etc.)

Type of Issue

(private placement,

public offering, exercise of warrants, etc.)

Number

 Price

Total Proceeds

Type of Consideration

(cash, property, etc.)

 Describe relationship of

Person with Issuer

(indicate if Related Person)

Commission Paid

July 3, 2020

Common shares

Exercise of incentive stock options

10,000

$0.40

$4,000

Cash

N/A

Nil

July 24, 2020

Common shares

Exercise of incentive stock options

100,000

$0.40

$40,000

Cash

N/A

Nil

July 28, 2020

Common shares

Exercise of broker compensation options

259,630

$1.05

$272,611.50

Cash

N/A

Nil

July 28, 2020

Warrants

Issued as a result of broker compensation option exercises on July 28, 2020.

129,815

N/A

N/A

N/A

N/A

Nil

August 13, 2020

Common shares

Exercise of warrants

500

$ 1.30

$650

Cash

N/A

Nil

(b) summary of options granted during the period,

Date

Number

Name of Optionee

if Related Person

and relationship

Generic description of other Optionees

Exercise Price

Expiry Date

Market Price on date of Grant

July 17, 2020

105,000

N/A

Employees

$1.45

July 17, 2025

$1.45



3. Summary of securities as at the end of the reporting period.

Provide the following information in tabular format as at the end of the reporting period:

(a) description of authorized share capital including number of shares for each class, dividend rates on preferred shares and whether or not cumulative, redemption and conversion provisions,

The Issuer has authorized an unlimited number of common shares.

(b) number and recorded value for shares issued and outstanding,

158,650,878 common shares of the Issuer (valued at $190,381,054) were issued and outstanding as at the end of the reporting period.

(c) description of options, warrants and convertible securities outstanding, including number or amount, exercise or conversion price and expiry date, and any recorded value, and

Securities

Number Outstanding

Exercise Price

Expiry Date

Incentive Stock Options

50,000

$1.05

October 9, 2022

2,885,000

$1.00

June 9, 2025

55,000

$1.45

July 17, 2025

4,102,750

$0.40

January 4, 2029

300,000

$0.40

February 3, 2029

250,000

$0.40

April 7, 2029

10,000

$0.40

May 13, 2029

360,000

$0.40

July 30, 2029

300,000

$0.40

August 11, 2029

4,120,000

$0.40

September 11, 2029

350,000

$1.05

October 11, 2029

TOTAL

12,782,750

 

 

 

 

 

 

Warrants

9,859,573

$1.30

October 11, 2022

 

 

 

 

Broker Compensation Options

939,696

$1.05

August 30, 2022

(d) number of shares in each class of shares subject to escrow or pooling agreements or any other restriction on transfer.


Not applicable.

4. List the names of the directors and officers, with an indication of the position(s) held, as at the date this report is signed and filed.

Name

Title

Oren Shuster

Chief Executive Officer and Director

Marc Lustig

Director and Non-Executive Chairman

Steven Mintz

Director

Rafael Gabay

Director

Vivian Bercovici

Director

Shai Shemesh

Chief Financial Officer

Yael Harrosh

Corporate Secretary and General Counsel

Richard Balla

Chief Executive Officer, Adjupharm GmbH



SCHEDULE C: MANAGEMENT DISCUSSION AND ANALYSIS

Provide Interim MD&A if required by applicable securities legislation.

Refer to the Issuer's management discussion and analysis for the period ended September 30, 2020 filed on SEDAR and posted on the Issuer's profile on the CSE website.

Certificate Of Compliance

The undersigned hereby certifies that:

1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Quarterly Listing Statement.

2. As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed.

3. The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CNSX Policy 1).

4. All of the information in this Form 5 Quarterly Listing Statement is true.

Dated: December 7, 2020.  
   
  Shai Shemesh
  Name of Director or Senior Officer
   
  "Shai Shemesh"
  Signature
   
  Chief Financial Officer
  Official Capacity

 

Issuer Details

Name of Issuer

IM Cannabis Corp.

For  Quarter End

September 30, 2020

Date of Report

2020/12/07

Issuer Address

 

550 Burrard Street, Suite 2300, Bentall 5

City/Province/Postal Code

Vancouver, BC V6C 2B5

 

Issuer Fax No.

N/A

Issuer Telephone No.

0773-360-3504




Contact Name

Yael Harrosh

 

Contact Position

Business and Compliance Manager

Contact Telephone No.

0773-360-3504

Contact Email Address

yael.h@imcannabis.com

Web Site Address

http://www.imcannabis.com/