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 October 5, 2022, the Issuer announced that it closed the second tranche of its non-brokered private placement initially announced on August 19, 2022 (the “Private Placement”), consisting of 1,112,504 Common
Shares at a price of US$0.50 per Common Share for aggregate proceeds of US$556,252 (the “Second Tranche”), increasing the total amount raised from the Private Placement to approximately US$3 million. Marc Lustig, Executive Chairman and
Director of the Issuer, subscribed for 1,112,504 Common Shares in the Second Tranche for aggregate proceeds of US$556,252.
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On October 12, 2022, the Issuer and Avant Brands Inc. (“Avant”) announced the signing of an international trademark licensing agreement (the “Licensing Agreement”) granting the Issuer the exclusive right to
launch the BLKMKT brand in the Israeli medical cannabis market. Under the terms of the Licensing Agreement, a subsidiary of Avant will license the Issuer’s premium- cannabis flagship BLKMKT brand to an Israeli subsidiary of the Issuer for use
on the Issuer’s medical cannabis product packaging. All such packaging will contain cannabis cultivated exclusively by Avant, and sold to the Issuer’s affiliates. The integration of unique and exclusive varieties of the high-quality BLKMKT
brand into the Issuer’s current premium product portfolio will serve to bolster the cooperative and synergistic partnership forged between Avant and the Issuer over the past two years.
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On October 20, 2022, the Issuer held its annual general and special meeting of shareholders at which time all matters put to shareholders were approved including the election of directors to the board of
directors of the Issuer (the “Board”), the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global as auditor of the Issuer, the adoption of new modernized articles of the Issuer, and the consolidation of all of
the issued and outstanding Common Shares of the Issuer at a ratio of between six (6) and ten (10) pre-consolidation Common Shares for every one (1) post-consolidation Common Share, as and when determined by the Board.
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On October 26, 2022, the Issuer announced that its legacy strain, Roma, was voted as the Favourite Strain of the Month in August 2022 by ‘Cannabis’, one of Israel’s leading cannabis blogs for Israeli medical
cannabis patients. The Issuer believes its recent rebranding and restructuring initiatives have significantly contributed to the growing market momentum in Israel.
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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. |
In October 2022, the Issuer hired 14 employees and 23 resignations or terminations of employees occurred.
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12. |
Report on any labour disputes and resolutions of those disputes if applicable.
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13. |
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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As previously disclosed, on June 30, 2021 a claim was filed to Beer Sheva Magistrate Court (the “Court”), by the municipal committee presiding over planning and construction in southern Israel against Focus
Medical, Focus Medical’s directors and officers, including Oren Shuster and Rafael Gabay, and certain landowners, claiming for inadequate permitting for construction relating the farm in Sde Avraham that was operated by Focus Medical (the
“Construction Proceedings”).
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On December 6, 2021 the defendants filed a motion request for dismissal the indictment on the ground of defense of justice. The municipal committee filed its response and after that the defendants filed a
response to the municipal committee’s response. In October 2022, the Court postponed the initial hearing to January 8, 2023, and ruled that if the parties do not reach an agreement by December 18, 2022, a decision will be made on the motion
request for dismissal filed by Focus Medical.
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14. |
Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness.
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15. |
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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1,112,504
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Issued as the Second Tranche, as further detailed in Section 1
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US$556,252 to be used for general working capital purposes.
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16. |
Provide details of any loans to or by Related Persons.
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17. |
Provide details of any changes in directors, officers or committee members.
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18. |
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
“Oren Shuster”
Signature Chief Executive Officer
Official Capacity |
Issuer Details
Name of Issuer
IM Cannabis Corp.
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For Month End
October 2022
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Date of Report
YY/MM/D
2022/11/7
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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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