1. |
Provide a general overview and discussion of the development of the Issuer’s business and operations over the previous month. Where the Issuer was inactive disclose this fact.
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On March 15, 2022, after receiving all requisite regulatory approvals, including from the Israeli Medical Cannabis Agency (“IMCA”), the Issuer announced the completion of the following strategic acquisitions,
each as previously announced in 2021:
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IMC Holdings Ltd. (“IMC Holdings”) successfully completed the acquisition of 51% of the outstanding ordinary shares of Revoly Trading and Marketing Ltd., dba Vironna (“Vironna”), as first announced on August 16,
2021 (the “Vironna Transaction”). The aggregate consideration for the Vironna Transaction was NIS 8.5 million (approximately CAD$3.3 million), consisting of NIS 5 million (approximately CAD$1.9 million) in cash and NIS 3.5 million
(approximately CAD$1.37 million) in common shares of the Issuer (the “Vironna Consideration Shares”). The Issuer issued 485,362 Vironna Consideration Shares on March 14, 2022 at a deemed issue price of US$2.209 (approximately CAD$2.809) per
Vironna Consideration Share, calculated based on the average closing price of the Issuer’s common shares on the Nasdaq Capital Market (the “NASDAQ”) over the 14 trading day period immediately preceding closing of the Vironna Transaction.
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IMC Holdings completed the acquisition of all the outstanding ordinary shares of (1) R.A. Yarok Pharm Ltd. (“Pharm Yarok”), a leading medical cannabis pharmacy located in central Israel; and (2) 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 (collectively, the “Pharm
Yarok Transaction”), as first announced on July 28, 2021. The acquisition of the outstanding ordinary shares of High Way Shinua Ltd., an applicant for a medical cannabis transportation license, is pending receipt of the requisite approval
from the IMCA. Pursuant to the definitive agreement for the Pharm Yarok Transaction, the former shareholders of Pharm Yarok and Rosen High Way 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, 2022, the Issuer completed the non-brokered private placement whereby the Issuer issued 523,700 common shares (the “Pharm Yarok Private Placement Shares”) at a deemed price of
CAD$2.616 for aggregate proceeds of CAD$1,369,999.20. The deemed price of the Pharm Yarok Private Placement Shares was calculated 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.
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Lastly, IMC Holdings acquired an IMC-GDP license for the distribution of medical cannabis (the “Panaxia GDP License”) from Panaxia Pharmaceutical Industries Israel Ltd. and Panaxia Logistics Ltd., part of the
Panaxia Labs Israel, Ltd. group of companies (collectively, “Panaxia”). The Panaxia GDP License was acquired on March 14, 2022 (the “Panaxia GDP License Closing”) pursuant to the definitive agreement first announced by the Company on April
30, 2021 (the “Panaxia Transaction”) and assigned to I.M.C. Pharma Ltd. (“IMC Pharma”), a wholly-owned Israeli subsidiary of IMC Holdings, in accordance with the terms of the transaction. The aggregate consideration for the Panaxia
Transaction was NIS 18.7 million (approximately CAD$7.2 million), of which NIS 7.6 million (approximately CAD$2.9 million) was paid in two cash instalments and NIS 11.1 million (approximately CAD$4.3 million) payable in common shares of IM
Cannabis (“Panaxia Consideration Shares”). The Company has issued a total of four instalments of Panaxia Consideration Shares, as announced by the Company on August 9, 2021, September 8, 2021, October 20, 2021 and November 16, 2021. The fifth
and final instalment of Panaxia Consideration Shares will be issued following the Panaxia GDP License Closing. The Panaxia Transaction includes a further option to acquire, for no additional consideration, a pharmacy from Panaxia, including
requisite licenses to dispense and sell medical cannabis to patients, that the Company has exercised (“Panaxia Pharmacy Closing”). The Panaxia Pharmacy Closing is expected to occur in Q3 2022.
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On March 28, 2022, IMC Holdings completed the strategic acquisition of 51% of
the rights in Oranim Pharm Partnership (“Oranim Pharm”) (the “Oranim Transaction”). Oranim Pharm is one of the largest pharmacies selling medical cannabis in Israel and the largest pharmacy selling medical cannabis in the Jerusalem area. The closing of the Oranim Transaction occurred on
March 28, 2022, upon the receipt of all requisite approvals. The aggregate consideration for the Oranim Transaction was approximately NIS 11.94 million (approximately CAD$4.6 million), consisting of approximately NIS 5.2 million
(approximately CAD$2 million) paid in cash at signing of the definitive agreement, NIS 1.54 million (approximately CAD$0.6 million) in common shares of the Issuer (the “Oranim Consideration Shares”) and approximately NIS 5.2 million
(approximately CAD$2 million) in cash to be paid during Q1 2023. The Issuer issued 251,001 Oranim Consideration Shares on March 30, 2022, at a deemed issue price of US$1.899 (approximately CAD$2.37) per Oranim Consideration Share,
calculated based on the average closing price of the Issuer’s common shares on the NASDAQ over the 14 trading day period immediately preceding March 28, 2022.
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On March 31, 2022, the Issuer announced financial results for the three months and fiscal year ended December 31, 2021 and provided a Q1 2022 outlook.
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2. |
Provide a general overview and discussion of the activities of management.
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3. |
Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or
oil and gas or other reports required under Ontario securities law.
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4. |
Describe and provide details of any products or services that were discontinued. For resource companies, provide details of any drilling, exploration or production programs that have been amended or abandoned.
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5. |
Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether the
relationship is with a Related Person of the Issuer and provide details of the relationship.
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6. |
Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s affiliates or third parties or cancellation of any financing arrangements that have been previously announced.
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7. |
Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details
of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from or the disposition was to a Related Person of the
Issuer and provide details of the relationship.
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8. |
Describe the acquisition of new customers or loss of customers.
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9. |
Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trade-marks.
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10. |
Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs.
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11. |
Report on any labour disputes and resolutions of those disputes if applicable.
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12. |
Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if
any, if the proceedings are being contested, and the present status of the proceedings.
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13. |
Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness.
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14. |
Provide details of any securities issued and options or warrants granted.
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Security
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Number Issued
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Details of Issuance
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Use of Proceeds(1)
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Common Shares
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251,001
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Issued to Oranim securityholders as consideration for the Oranim Transaction, as further detailed in Section 1 above.
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N/A
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Common Shares
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485,362
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Issued to Vironna securityholders as consideration for the Vironna Transaction, as further detailed in Section 1 above.
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N/A
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Common Shares
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523,700
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Issued to subscribers to a non-brokered private placement completed concurrently with the closing of Pharm Yarok Transaction, as further detailed in Section 1 above.
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CAD$1,369,999
to be used for working capital
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15. |
Provide details of any loans to or by Related Persons.
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16. |
Provide details of any changes in directors, officers or committee members.
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17. |
Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s market(s) or political/regulatory trends.
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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.
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2. |
As of the date hereof there were no material information concerning the Issuer which has not been publicly disclosed.
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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).
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4. |
All of the information in this Form 7 Monthly Progress Report is true.
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Oren Shuster
Name of Director or Senior Officer Signature
Chief Executive Officer
Official Capacity |
Issuer Details
Name of Issuer
IM Cannabis Corp.
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For Month End
March 2022
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Date of Report
YY/MM/D
2022/04/07
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Issuer Address
550 Burrard Street, Suite 2300, Bentall 5
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City/Province/Postal Code
Vancouver, BC V6C 2B5
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Issuer Fax No.
( )
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Issuer Telephone No.
+972 546687515
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Contact Name
Yael Harrosh
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Contact Position
Global Chief Legal and Operations Officer
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Contact Telephone No.
+972 546687515
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Contact Email Address
yael.h@imcannabis.com
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Web Site Address
http://www.imcannabis.com/
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