Exhibit 99.2

FORM 9
 
NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES
(or securities convertible or exchangeable into listed securities1)
 
         
Name of Listed Issuer: Symbol(s):
IM Cannabis Corp. (the “Issuer”).
IMCC
 
Date:          March 15, 2022
 
Is this an updating or amending Notice:       ☐ Yes ☒ No
 
If yes provide date(s) of prior Notices:  ________________________.
 
Issued and Outstanding Securities of Issuer Prior to Issuance: 68,430,088 common shares.
 
Pricing
 
Date of news release announcing proposed issuance:  July 28, 2021 and March 15; or
 
Date of confidential request for price protection: ________________
 
Closing Market Price on Day Preceding the news release: $2.18 or
 
Day preceding request for price protection: __________________
 
Closing
 
Number of securities to be issued: 523,7001 common shares
 
Issued and outstanding securities following issuance: 69,439,1502 common shares
 
Instructions:
 

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
 

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 listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees.
 

1 The Common Shares were issued at a deemed price of CAD$2.616 calculated based on the average closing price of the Issuer’s common shares on the CSE Market over the 8 trading day period immediately preceding their issuance on March 14, 2022 and in accordance with the relevant pricing requirements pursuant to Canadian Securities Exchange policies (as detailed in Part1, section 2)
2 On March 14 2022, the Issuer issued an additional 485,362 common shares in relation to the Vironna Transaction as detailed in Issuer’s the press release dated March 15, 2022 and in the relevant CSE Form 9.



FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 1

 
Part 1.          Private Placement
 
Table 1A – Summary

Each jurisdiction in which purchasers reside
Number of Purchasers
Price per Security
Total dollar value (CDN$) raised in the jurisdiction
Israel
2
CAD$2.6163
CAD$1,369,999.2
 
       
Total number of purchasers:
2
   
Total dollar value of distribution in all jurisdictions:
CAD$1,369,999.2
 
Table 1B – Related Persons

 
Full Name & Municipality of Residence of Placee
 
Number of Securities Purchased or to be Purchased
 
Purchase price per Security (CDN$)
 
Conversion
Price (if
Applicable)
(CDN$)
 
Prospectus Exemption
 
Total Securities Previously Owned, Controlled or Directed
 
Payment Date(1)
 
Describe relations-hip to Issuer (2)
               
               
 
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.



3 Calculated based on the average closing price of the Issuer’s common shares on the CSE Market over the 8 trading day period immediately preceding their issuance on March 14, 2022 and in accordance with the relevant pricing requirements pursuant to Canadian Securities Exchange policies
 


FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 2


1.
Total amount of funds to be raised: CAD$1,369,999.2
 
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 private placement is related to a share purchase agreement (the “Definitive Agreement”)  entered into on July 28, 2021 between IMC Holdings Ltd., the wholly-owned Israeli subsidiary of the Issuer, R.A. Yarok Pharm Ltd. (“Pharm Yarok”), a leading medical cannabis pharmacy located in central Israel; Rosen High Way Ltd. (“Rosen High Way”), a trade and distribution centre with an IMC-GDP license that provides medical cannabis storage, distribution services and logistics solutions for cannabis companies and pharmacies in Israel; High Way Shinua Ltd. (“HW Shinua”), an applicant for a medical cannabis transportation license, from the Israeli Medical Cannabis Unit (collectively, the “Acquired Entities”); and the shareholders of the Acquired Entities (the “Placees”) to acquire all of the outstanding ordinary shares of each of Pharm Yarok, Rosen High Way and HW Shinua (the “Pharm Yarok Transaction”). Pursuant to the Definitive Agreement, the Placees agreed to make a strategic investment in the Issuer by means of a private placement concurrently with closing of the Pharm Yarok Transaction. On March 14, 2022the Issuer completed a non-brokered private placement with the Placees whereby the Issuer issued 523,700 common shares at a deemed price of CAD$2.616 for aggregate proceeds of CAD$1,369,999.2. The calculation of the deemed price of CAD$2.616 was based on the average closing price of the Issuer’s common shares on the Canadian Securities Exchange over the 8 trading day period immediately preceding March 14, 2022. The proceed from the private placement will be used for working capital purposes.          
 
Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: N/A
 
3.
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. N/A
 
4.
Description of securities to be issued:
 
(a)          Class Common Shares.
 
(b)          Number 523,700
 
(c)          Price per security CAD$2.616
 
(d)          Voting rights Each common share entitles the holder to one vote
 


FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 3


5.
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
 
6.
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
 
7.
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
 
8.
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
 
9.
Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.).
 
N/A
 


FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 4


10.
State whether the private placement will result in a change of control.
 
No.

11.
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.

12.
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.


FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 5



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:
 

(b)
Cash:
 

(c)
Securities (including options, warrants etc.) and dollar value:
 

(d)
Other:
 

(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). N/A
 
Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: N/A
 


FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 6

5.
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: N/A

Name of Party (If not an individual, name all insiders of the Party)
Number and Type of Securities to be Issued
Dollar value per Security (CDN$)
Conversion price (if applicable)
Prospectus Exemption
Total Securities, Previously Owned, Controlled or Directed by Party
Describe relationship
to Issuer(1)
             
 

(1)
Indicate if Related Person
 
6.
Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: N/A
 
7.
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, andif 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.
 
8.
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
 
9.
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
.


FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 7
 

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 March 15, 2022.
 


Oren Shuster
Name of Director or Senior Officer
 


Oren Shuster
Signature
 


Chief Executive Officer
Official Capacity
 


FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 8
 


Appendix A
 
PERSONAL INFORMATION COLLECTION POLICY REGARDING FORM 9
 
The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, “CSE or the “Exchange”) collect and use the information (which may include personal or other information) which has been provided in Form 9 for the following purposes:
 

To determine whether an individual is suitable to be associated with a Listed Issuer;
 

To determine whether an issuer is suitable for listing;
 

To determine whether allowing an issuer to be listed or allowing an individual to be associated with a Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute;
 

To conduct enforcement proceedings;
 

To ensure compliance with Exchange Requirements and applicable securities legislation; and
 

To fulfil the Exchange’s obligation to regulate its marketplace.
 
The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations.
 
The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy.
 
All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times.
 
Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.
 
If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street – 9th Floor, Toronto, ON, M5J 2W4.
 

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 9