FORM 10

NOTICE OF PROPOSED SIGNIFICANT TRANSACTION (not involving

 

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

 

Trading Symbol: IMCC.

 

Issued and Outstanding Securities of the Issuer Prior to Transaction: 69,690,151.

 

Date of News Release Fully Disclosing the Transaction: April 6, 2022.

1.	Transaction

1.

Provide details of the transaction including the date, description and location of assets, if applicable, parties to and type of agreement (eg: sale, option, license, contract for Investor Relations Activities etc.) and relationship to the Issuer. 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.

 

Provide the following information in relation to the total consideration for the transaction (including details of all cash, non-convertible debt securities or other consideration) and any required work commitments:

(a)	Total aggregate consideration in Canadian dollars: N/A.

(b)	Cash: N/A.

(c)	Other: N/A.

(d)	Work commitments: N/A.

2.	State how the purchase or sale price and the terms of any agreement were determined (e.g. arm’s-length negotiation, independent committee of the Board, third party valuation etc).

 

N/A.

3.	Provide details of any appraisal or valuation of the subject of the transaction known to management of the Issuer: N/A.

4.	If the transaction is an acquisition, details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: N/A.

5.	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 transaction (including warrants, options, etc.): N/A.

 

 

 

6.	State whether the vendor, sales agent, broker or other person receiving compensation in connection with the transaction is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A.

7.	If applicable, indicate whether the transaction 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.

2.	Development

Provide details of the development.  The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material:

 

On April 6, 2022, the Issuer announced Focus Medical Herbs Ltd. (“Focus Medical”), an arm’s length entity with which the Company has commercial agreements to cultivate and distribute products under the Company’s brand, will close the Sde Avraham cultivation farm in Israel during the second quarter of 2022.

 

The closure by Focus Medical of the Sde Avraham cultivation farm is intended to allow the Issuer to enhance organizational efficiency and reduce operating costs and leverage its fully-licensed import-export supply chain for the import of medical cannabis from the Issuer’s subsidiaries in Canada and from other third party suppliers. Focus Medical will continue to concentrate on purchasing medical cannabis from third-party cultivation facilities in Israel and will rely on its existing inventory of proprietary genetics.

 

According to accounting criteria in IFRS 10, the Issuer is viewed as effectively exercising control over Focus Medical, and therefore, the accounts of Focus Medical are consolidated with those of the Issuer.

3.          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.	To the knowledge of the Issuer, at the time an agreement in principle was reached, no party to the transaction had knowledge of any undisclosed material information relating to the Issuer, other than in relation to the transaction.

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

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 CNSX Policy 1).

5.	All of the information in this Form 10 Notice of Proposed Significant Transaction is true.

 

Dated April 7, 2022.