FORM 9

 

 

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

Date:          February 16, 2023

 

Is this an updating or amending Notice:     ☒  Yes  ☐ No

 

If yes provide date(s) of prior Notices:  January 13, 2023, January 16, 2023, January 20, 2023, January 30, 2023, and February 7, 2023.

 

Issued and Outstanding Securities of Issuer Prior to Issuance:  12,311,299 common shares (“Common Shares”).

 

Pricing

 

Date of news release announcing proposed issuance:  January 13, 2023 or

 

Date of confidential request for price protection: N/A.

 

Closing Market Price on Day Preceding the news release: US$1.30.²  or

 

Day preceding request for price protection: N/A.

 

Closing

 

Number of securities to be issued: The Issuer closed a fifth and final tranche of its previously announced non-brokered private placement of units (“Units”) pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the “LIFE Offering”). Each Unit consisted of one common share of the Issuer (each a “Common Share”) and one Common Share purchase warrant (each a “Warrant”). Each Warrant entitles its holder to purchase one additional Common Share at an exercise price of US$1.50 for a period of 36 months from the date of issue. An aggregate of 535,346 Units at a price of US$1.25 per Unit were issued and sold under the fifth tranche of the LIFE Offering for aggregate gross proceeds of US$632,247.50, such amount exclusive of  29,548.00 Units issued to Marc Lustig, a non-independent director of the Company  in consideration for the settlement of US$36,935 in debt owed by the Company to such director for certain consulting services previously rendered by the director to the Company.          

 

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.

Each jurisdiction in which purchasers reside	Number of Purchasers	Price per Security	Total dollar value ($) raised in the jurisdiction
Ontario	1	US$1.25	US$369,247.50
British Columbia	1	US$1.25	US$36,935.00
Nova Scotia	1	US$1.25	US$263,000.00
Total number of purchasers:	3
Total dollar value of distribution in all jurisdictions:			US$669,182.50

Full Name & Municipality of Residence of Placee	Number of Securities Purchased or to be Purchased	Purchase price per Security ($)	Conversion Price (if Applicable) ($)	Prospectus Exemption	Total Securities Previously Owned, Controlled or Directed	Payment Date(1)	Describe relationship to Issuer (2)
L5 Capital Inc., a corporation controlled by Marc Lustig Vancouver, BC	29,548 Units	US$1.25	Each Warrant underlying a Unit is exercisable for one Common Share at a price of US$1.50 per Common Share	Listed Issuer Financing Exemption pursuant to Part 5A of NI 45-106	Marc Lustig, directly or indirectly, holds 308,596 Common Shares and securities convertible into an additional 234,320 Common Shares	February 16, 2023	Marc Lustig is the executive chairman and a director of the Issuer

1.	Total amount of funds to be raised: Cash gross proceeds of US$632,247.50 were raised in connection with the fifth tranche of the LIFE Offering. This amount exclusive of US$36,935 of debt that was settled through the issuance of 29,548 Units, as described in item 4.

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.

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. Marc Lustig’s subscription price was satisfied by the settlement of US$36,935 in debt owed by the Company to Mr. Lustig for certain consulting services previously rendered by Mr. Lustig to the Company pursuant to the terms of a set-off agreement dated February 13, 2023 between the Company and L5 Capital Inc., a corporation controlled by Mr. Lustig.

5.	Description of securities to be issued:

(b)

Number 535,346 Common Shares following the completion of the LIFE Offering.

6.	Provide the following information if warrants, (options) or other convertible securities are to be issued:

(a)

Number 535,346 Warrants following the completion of LIFE Offering.

(b)

Number of securities eligible to be purchased on exercise of warrants (or options) 535,346 Common Shares upon exercise of the Warrants issued in connection with the LIFE Offering.

(c)

Exercise price  US$1.50.

(d)

Expiry date   36 months following the date of issuance.

7.	Provide the following information if debt securities are to be issued:

(a)

Aggregate principal amount   N/A.

(b)

Maturity date   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 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.

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.

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.

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: 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

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): .__________________________________________________________________________.

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.

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.

•

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.

 

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