FORM 11

NOTICE OF PROPOSED STOCK OPTION GRANT OR AMENDMENT

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

Trading Symbol: IMCC

Date: August 4, 2020

1. New Options Granted:

Date of Grant: July 17, 2020

Name of Optionee

Position

(Director/ Officer/ Employee/ Consultant/ Management

Company

Insider Yes or

No?

No. of Optioned

Shares

Exercise Price

Expiry Date

No. of Options Granted in Past 12

Months

Stass Shlinik

Employee

No

40,000

$1.45

July 17, 2025

0

Shaked Shuster

Employee

No

15,000

$1.45

July 17, 2025

0

Pninit Dankner

Employee

No

50,000

$1.45

July 17, 2025

0

Total Number of optioned shares proposed for acceptance: 105,000.

2. Other Presently Outstanding Options:

 Name of Optionee

No. of Optioned Shares(1)

Exercise Price

Original Date of Grant

 

Expiry Date

Roy Kait

500,000

$0.40

October 11, 2019

January 4, 2029

Oren Shuster

2,000,000

$0.40

October 11, 2019

January 4, 2029

Rivka Stern

360,000

$0.40

October 11, 2019

January 4, 2029

Ryan Walsh

360,000

$0.40

October 11, 2019

September 11, 2029

Ben Brownstein

300,000

$0.40

October 11, 2019

January 4, 2029

Liat Mika Noy

50,000

$0.40

October 11, 2019

September 11, 2029

Amir Goldstein

833,333

$0.40

October 11, 2019

January 4, 2029




Marc Lustig

2,700,000

$0.40

October 11, 2019

September 11, 2029

Merav Senior

66,670

$0.40

October 11, 2019

January 4, 2029

Yael Harrosh

200,000

$0.40

October 11, 2019

January 4, 2029

Sharon Karuz

10,000

$0.40

October 11, 2019

January 4, 2029

Shiran Schwartz

3,333

$0.40

October 11, 2019

January 4, 2029

Amir Dvora

300,000

$0.40

October 11, 2019

February 3, 2029

Shai Shemesh

250,000

$0.40

October 11, 2019

April 7, 2029

Ziva Kampinsky

10,000

$0.40

October 11, 2019

May 13, 2029

Keren Reuveni

30,000

$0.40

October 11, 2019

August 11, 2029

Mell Willson

30,000

$0.40

October 11, 2019

August 11, 2029

Lior Holtzman

30,000

$0.40

October 11, 2019

August 11, 2029

Shai Filo

30,000

$0.40

October 11, 2019

August 11, 2029

Ben Gabai

30,000

$0.40

October 11, 2019

August 11, 2029

Yoav Shiloni

30,000

$0.40

October 11, 2019

August 11, 2029

Aviv Ben-Ami

30,000

$0.40

October 11, 2019

August 11, 2029

Liz On

10,000

$0.40

October 11, 2019

August 11, 2029

Lea-Shira Weizner

10,000

$0.40

October 11, 2019

August 11, 2029

Omri Tzadok

10,000

$0.40

October 11, 2019

August 11, 2029

Or Hilel

10,000

$0.40

October 11, 2019

August 11, 2029

Korin Avrahami

10,000

$0.40

October 11, 2019

August 11, 2029

Rotem Tzadok

10,000

$0.40

October 11, 2019

August 11, 2029

Nitzan Shalem

10,000

$0.40

October 11, 2019

August 11, 2029

Shai Goldin

10,000

$0.40

October 11, 2019

August 11, 2029

Oded Natan

10,000

$0.40

October 11, 2019

August 11, 2029

Richard Balla

360,000

$0.40

October 11, 2019

July 30, 2029

Steven Mintz

1,000,000

$0.40

October 11, 2019

September 11, 2029

Rafi Carasso

10,000

$0.40

October 11, 2019

January 4, 2029

Tehila Cohen

10,000

$0.40

October 11, 2019

September 11, 2029

Navjit Dhaliwal

25,000

$1.05

October 11, 2019

October 9, 2022

Balu Gopalakrishnan

25,000

$1.05

October 11, 2019

October 9, 2022

LodeRock Advisors Inc.

350,000

$1.05

October 11, 2019

October 11, 2029

Oren Shuster

250,000

$1.00

June 9, 2020

June 9, 2025

Shai Shemesh

150,000

$1.00

June 9, 2020

June 9, 2025

Yaron Berger

500,000

$1.00

June 9, 2020

June 9, 2025

Yael Harrosh

150,000

$1.00

June 9, 2020

June 9, 2025

Roy Kait

120,000

$1.00

June 9, 2020

June 9, 2025

 




Doron Reznik

500,000

$1.00

June 9, 2020

June 9, 2025

Ben Brownstein

25,000

$1.00

June 9, 2020

June 9, 2025

Rivki Stern

100,000

$1.00

June 9, 2020

June 9, 2025

Amir Dvora

25,000

$1.00

June 9, 2020

June 9, 2025

Tomer Oved

75,000

$1.00

June 9, 2020

June 9, 2025

Liat Noy

5,000

$1.00

June 9, 2020

June 9, 2025

Sharon Krauz

5,000

$1.00

June 9, 2020

June 9, 2025

Ziva Kampinsky

5,000

$1.00

June 9, 2020

June 9, 2025

Sivan Adler

15,000

$1.00

June 9, 2020

June 9, 2025

Sharon Rapoport

80,000

$1.00

June 9, 2020

June 9, 2025

Yael Oz Carmon

90,000

$1.00

June 9, 2020

June 9, 2025

Anna Taranko

75,000

$1.00

June 9, 2020

June 9, 2025

Francesco Bisceglia

75,000

$1.00

June 9, 2020

June 9, 2025

Vivian Bercovici

360,000

$1.00

June 9, 2020

June 9, 2025

Refael Gabay

360,000

$1.00

June 9, 2020

June 9, 2025

(1) Set out number of optioned shares for each grant with different terms.

3. Additional Information

(a) If shareholder approval was required for the grant of options (including prior approval of a stock option plan), state the date that the shareholder meeting approving the grant was or will be held. March 16, 2020

(b) State the date of the news release announcing the grant of options. N/A

(c) State the total issued and outstanding share capital at the date of grant or amendment. 158,290,748 common shares

(d) State, as a percentage of the issued and outstanding shares of the Issuer indicated in (c) above, the aggregate number of shares that are subject to incentive stock options, including new options, amended options and other presently outstanding options. 8.3%

(e) If the new options are being granted pursuant to a stock option plan, state the number of remaining shares reserved for issuance under the plan. 2,735,739

  



(f) If the Issuer has completed a public distribution of its securities within 90 days of the date of grant, state the per share price paid by the public investors. N/A

(g) Describe the particulars of any proposed material changes in the affairs of the Issuer. N/A

 



4. 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 Certificate of Compliance.

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 11 Notice of Proposed Stock Option Grant or Amendment is true.

Dated August 4, 2020                                               .

  Oren Shuster
  Name of Director or Senior Officer
   
  "Oren Shuster"
  Signature
   
  Chief Executive Officer
  Official Capacity