IM Cannabis Corp. (NASDAQ: IMCC) (CSE: IMCC), a leading medical and adult-use recreational cannabis company with operations in Israel, Canada, and Germany, is pleased to announce that it has closed the second tranche of its non-brokered private placement, as described in its press release of August 19, 2022 (the "Offering"), of 1,112,504 common shares of the Company (each a "Common Share" and collectively the "Common Shares") at a price of USD$0.50 per Common Share for aggregate proceeds of USD$556,252, increasing the total amount raised from the Offering to approximately USD$3 million.
The Company intends to use the proceeds from the Offering for general working capital purposes.
All securities issued under the Offering are subject to a hold period of four months and one day from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
"At IMC, our path is one of success through a strong urge to excel, a relentless commitment to excellence, and a company-wide forward-thinking mindset. Ultimately our goal is to unlock our full potential," stated Oren Shuster, Chief Executive Officer of IM Cannabis.
"In a world of fast growth and challenging market dynamics, capital allocation has become increasingly critical. With the second tranche, we are well-positioned to leverage our strengths and expertise, and push our limits."
Marc Lustig, Executive Chairman and Director of the Company, subscribed for 1,112,504 Common Shares for aggregate proceeds of USD$556,252 (the "Insider"). As a result of the participation by the Insider, the Offering is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").
The Company relied on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for exemptions from the requirements to obtain a formal valuation and minority shareholder approval, respectively, because the fair market value of the Insider's participation in the Offering was below 25% of the Company's market capitalization for purposes of MI 61-101.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws.
Accordingly, the Common Shares may not be offered or sold within the United States, its territories or possessions, any state of the United States or the District of Columbia (collectively, the "United States") or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States.
