NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED
(or securities convertible or exchangeable into listed securities1)
Name of Listed Issuer:
IM Cannabis Corp. (the "Issuer").
Date: August 19, 2022
Is this an updating or amending Notice: ☐ Yes X No
If yes provide date(s) of prior Notices: N/A.
Issued and Outstanding Securities of Issuer Prior to Issuance: 69,695,325.
Date of news release announcing proposed issuance: August 19, 2022 or
Date of confidential request for price protection:___________________________________________.
Closing Market Price on Day Preceding the news release: USD$0.501 or
Day preceding request for price protection:_________________________________________..
Number of securities to be issued: Up to 10,000,000 common shares
Issued and outstanding securities following issuance: Up to 79,695,325 common shares
1. For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form.
2. Complete Table 1A - Summary for all purchasers, excluding those identified in Item 8.
3. Complete Table 1B - Related Persons only for Related Persons
4. If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form.
5. An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 - Notice of Proposed Transaction
1 The closing price of the Company's common shares on the Nasdaq Capital Market on August 18, 2022 was USD$0.48.
6. Post the completed Form 9 to the CSE website in accordance with Policy 6 - Distributions. In addition, the completed form must be delivered to email@example.com with an appendix that includes the information in Table 1B for ALL placees.
Part 1. Private Placement
Table 1A - Summary
Each jurisdiction in which
Total dollar value
To be determined.
Total number of purchasers:
Total dollar value of distribution in all jurisdictions:
Table 1B - Related Persons
|Full Name &
or to be
1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.
1. Total amount of funds to be raised: Up to USD$5,000,000 .
2. Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material.
The Issuer intends to use the proceeds from the private placement for general working capital purposes.
3. Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: N/A.
4. If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities.
5. Description of securities to be issued:
(a) Class Common shares.
(b) Number Up to 10,000,000.
(c) Price per security USD$0.502.
(d) Voting rights Each common share is entitled to one vote.
6. Provide the following information if warrants, (options) or other convertible securities are to be issued:
(a) Number N/A.
(b) Number of securities eligible to be purchased on exercise of warrants (or options) N/A.
(c) Exercise price N/A.
(d) Expiry date N/A.
7. Provide the following information if debt securities are to be issued:
(a) Aggregate principal amount N/A.
(b) Maturity date N/A.
(c) Interest rate N/A.
(d) Conversion terms N/A.
(e) Default provisions N/A.
2 The closing price of the Company's common shares on the Nasdaq Capital Market on August 18, 2022 was USD$0.48.
8. Provide the following information for any agent's fee, commission, bonus or finder's fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):
(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): N/A.
(b) Cash N/A.
(c) Securities N/A.
(d) Other N/A.
(e) Expiry date of any options, warrants etc. N/A.
(f) Exercise price of any options, warrants etc. N/A.
9. State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any
other relationship with the Issuer and provide details of the relationship N/A .
10. Describe any unusual particulars of the transaction (i.e. tax "flow through" shares, etc.).
11. State whether the private placement will result in a change of control. N/A.
12. Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. N/A.
13. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.
Part 2. Acquisition
1. Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: N/A.
2. Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: N/A.
3. Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments: N/A.
(a) Total aggregate consideration in Canadian dollars: _____________________________________.
(c) Securities (including options, warrants etc.) and dollar value: ____________________________.
(e) Expiry date of options, warrants, etc. if any:__________________________________________.
(f) Exercise price of options, warrants, etc. if any: ________________________________________.
(g) Work commitments:_____________________________________________________________.
4. State how the purchase or sale price was determined (e.g. arm's-length negotiation, independent committee of the Board, third party valuation etc).
5. Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: N/A.
6. The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows:
Party (If not
(1) Indicate if Related Person
7. Details of the steps taken by the Issuer to ensure that the vendor has good title
to the assets being acquired: N/A.
8. Provide the following information for any agent's fee, commission, bonus or finder's fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.): N/A.
(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer):
(b) Cash _______________________________________________________________________.
(c) Securities ___________________________________________________________________.
(d) Other ______________________________________________________________________.
(e) Expiry date of any options, warrants etc. __________________________________________.
(f) Exercise price of any options, warrants etc. ________________________________________.
9. State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A.
10. If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N/A.
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 on behalf of the Issuer.
2. As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.
3. the Issuer has obtained the express written consent of each applicable individual to:
(a) the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and
(b) the collection, use and disclosure of their information by the Exchange in the manner and for the purposes described in Appendix A or as otherwise identified by the Exchange, from time to time
4. 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 CSE Policy 1).
5. All of the information in this Form 9 Notice of Issuance of Securities is true.
Dated August 19, 2022.
Name of Director or Senior
Chief Executive Officer
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