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 10, 2023, the Issuer announced that Uri Birenberg will join
the company's leadership team as Chief Financial Officer effective October 10, 2023. This appointment strengthens IMC's financial leadership and strategic direction for achieving sustainable profitability. Birenberg is a senior financial executive, who brings over two decades of
experience of financial planning and analysis. Prior to joining IMC, Birenberg served as CFO of Hygear Ltd, a start up in the healthcare fitness tech industry. In addition to managing the financial and legal activities of the company along
with the strategic financial planning, he played an essential role in the fundraising in preparation for its IPO. Birenberg follows Itay Vago, who will be leaving the position after presenting the Q3 2023 results in November 2023. During
the next weeks, Birenberg and Vago will be working together closely to assure a smooth transition process.
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On October 13 22, 2023, the issuer releases message from Chief Executive
Officer about the Israel-Hamas War and announces the Company, through its wholly-owned subsidiaries, IMC Holdings Ltd. ("IMC HoldCo") and Rosen High Way Ltd. ("Rosen High Way"), has secured C$1,390,000 in short-term debt. The issuer,
through IMC HoldCo, entered into a series of short-term loans on October 3rd, 10th and 11th, respectively, for aggregate gross proceeds of NIS 4,082,000 (approximately C$1,390,000) from certain lenders, including a director and officer of the Issuer. Four of the loans, totaling aggregate gross proceeds of NIS 3,082,000 (approximately
C$1,050,000), bear interest at an annual rate of 18% and mature six months from the date of issuance along with the associated fees and commissions of 4% per annum for application fee and an origination fee of 4% per annum on each loan. the
issuer, through Rosen High Way, entered into the final loan, totaling aggregate gross proceeds of NIS 1,000,000 (approximately C$340,000), bears interest at an annual rate of 20%, matures six months from the date of issuance and is secured
against certain assets of the issuer and its subsidiaries. the issuer plans to use the proceeds from the loans for general working capital purposes. Out of the aggregate gross proceeds of NIS 4,082,000 (approximately C$1,390,000), Oren
Shuster, a director and officer of the issuer (the "Participating Insider") loaned an amount of NIS 500,000 (approximately C$170,000) to IMC HoldCo. The participation of the Participating Insider in the loan constitutes a "related party
transaction", as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions ("MI 61-101") and would require the issuer to receive minority shareholder approval for and obtain a
formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of such transaction. However, in completing the loan, the issuer has relied on exemptions from the formal valuation and
minority shareholder approval requirements of MI 61-101, in each case on the basis that the fair market value of the Participating Insider's loan does not exceed 25% of the market capitalization of the Company, as determined in accordance
with MI 61-101. Further details will be included in a material change report to be filed by the issuer. the issuer did not file a material change report in respect of the loan transaction more than 21 days before entering into the loan as
the shorter period was necessary to permit the issuer to close the loan in a timeframe consistent with usual market practice for a transaction of this nature.
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On October 11, 2022, IMC Holdings entered into a loan agreement with A.D.I. Car Alarms Stereo Systems Ltd (“ADI” and the “ADI Agreement”), to borrow
a principal amount of NIS 10,500 (approximately $4,045) at an annual interest of 15% (the “ADI Loan”), which is to be repaid within 12 months of the date of the ADI Agreement. The ADI Loan is secured by a second rank land charge on the
Logistics Center of Adjupharm. In addition, CEO and Director of the Company, provided a personal guarantee to ADI should the security not be sufficient to cover the repayment of the ADI Loan.
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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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On July 3rd, 2023, the Company entered into a short-term loan agreement with a non-financial institution in the amount of NIS 1,000 (approx. $358)
(the "Loan Agreement" and "Loan"). The Loan beard interest rate of 10% and was repaid in October 24 2023, according to the Loan Agreement terms.
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Please see section 1 for further details regarding a series of short-term loans.
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In addition, on October 17, 2023, HoldCo entered into another short-term
agreement with a non-financial institute in the amount of NIS 1,800 (approximately $606). Such loan bear interest at an annual rate of 18% and mature six months from the date of issuance along with the associated fees and commissions of 4% per annum for application fee and
an origination fee of 4% per annum.
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14. |
Provide details of any securities issued and options or warrants granted.
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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
“Oren Shuster” Signature
Chief Executive Officer
Official Capacity |
Issuer Details
Name of Issuer
IM Cannabis Corp.
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For Month End
October 2023
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Date of Report
YY/MM/D
2023/11/6
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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 542815033
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Contact Name
Michal Lebovitz Nissimov
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Contact Position
General Counsel
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Contact Telephone No.
+972 542815033
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Contact Email Address
Michal.l@imcannabis.com
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Web Site Address
http://www.imcannabis.com/
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