IM Cannabis Announces Pricing of Proposed Public Offering of Securities
TORONTO, ON and GLIL YAM, ISRAEL / ACCESSWIRE / May 5, 2021 / IM Cannabis Corp. (“IMC” or the “Company”) (CSE:IMCC) (NASDAQ:IMCC), a multi-country operator (“MCO”) in the medical and adult-use recreational cannabis sector with operations in Israel, Germany and Canada, announces that it has entered into a best-efforts agency agreement (the “Agency Agreement”) in connection with its previously announced overnight marketed offering (the “Offering”) of common shares of the Company (each an “Offered Share”) and common shares purchase warrants (each a “Warrant”). In connection with the Offering, IMC has also entered into definitive securities purchase agreements with certain institutional investors in the United States on a registered direct basis. The Offering is for up to 6,086,956 Offered Shares at a price of US$5.75 per Offered Share and, for no additional consideration, up to 3,043,478 Warrants. Each Warrant will entitle the holder to purchase one common share of the Company at an exercise price of US$7.20 for term of 5 years from the date of closing of the Offering (the “Closing Date”). The gross proceeds to the Company from the Offering, before deducting the agency fees and other estimated Offering expenses, are expected to be approximately US$35,000,000. In addition, the Company has granted the agents a 30-day over-allotment option to purchase up to an additional 913,044 Offered Shares (each an “Over-Allotment Share”) and 465,522 Warrants on the same terms and conditions. The Offering is expected to close on or about May 7, 2021, subject to customary closing conditions.
A.G.P./Alliance Global Partners and Roth Capital Partners have agreed to act as co-lead agents for the proposed Offering in connection with offers and sales in the United States. Roth Canada, ULC will act as the sole agent in Canada pursuant to the Agency Agreement. The securities offered under the Offering will be issued and sold in the United States and in the provinces of British Columbia, Ontario and Alberta in Canada in accordance with applicable securities laws. BMO Nesbitt Burns Inc. is acting as part of the selling group relating to the Offering in Canada.
The Company intends to use the net proceeds of the Offering for: (i) supporting growth initiatives in core markets of Israel, Germany and Canada; (ii) additional strategic mergers and acquisitions opportunities; and (iii) general working capital purposes.
The Offering will be conducted pursuant to the Company’s effective shelf registration statement on Form F-10 (File No. 333-254255) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and a corresponding Canadian base shelf prospectus (the “Shelf Prospectus”) filed with the securities regulatory authority in each of the provinces and territories of Canada. The Company has filed a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) and will file a final prospectus supplement with Canadian regulatory authorities and the SEC in connection with the Offering.
IMC has also agreed, subject to certain limited exceptions, not to sell any common shares of the Company or any securities convertible into or exchangeable for common shares for a period of [60] days from the Closing of the Offering.
Certain officers and directors of the Company may participate in the Offering on the same terms and conditions as all other purchasers participating in the Offering. Such directors and officers are considered a “related party” of the Company, accordingly, the purchase of such securities of the Company will constitute a “related party transaction”, as such terms are defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company will rely on exemptions from the formal valuation and minority approval requirements of MI 61-101 under subsections 5.5(a) and 5.7(1)(a), respectively, as neither the fair market value of the contemplated securities being issued to directors and officers of the Company, nor the proceeds for such securities received by the Company will exceed 25% of the Company’s market capitalization, as calculated in accordance with MI 61-101.
A copy of the Prospectus Supplement and Shelf Prospectus can be found on SEDAR at www.sedar.com and a copy of the Registration Statement can be found on EDGAR at www.sec.gov.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Offered Shares or Warrants in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
About IM Cannabis Corp.
IMC is an MCO in the medical and adult-use recreational cannabis sector, headquartered in Israel and with operations In Israel, Germany and Canada. Over the past decade, the Company believes that the IMC brand has become synonymous with quality and consistency in the Israeli medical cannabis market. The Company has also expanded its business to offer intellectual property-related services to the medical cannabis industry.
In Europe, IMC operates through Adjupharm GmbH (“Adjupharm”), a German-based subsidiary and EU GMP-certified medical cannabis processor and distributor. IMC’s European presence is augmented by strategic alliances with various pan-European EU-GMP cultivators and distributors to capitalize on the increased demand for medical cannabis products in Europe and bring the IMC brand and its product portfolio to European patients.
In Canada, IMC operates through Trichome JWC Acquisition Corp. (“JWC”). JWC is a licensed producer located in Kitchener, Ontario, selling cannabis flower, pre-rolls, hash and kief in the Canadian recreational cannabis market under the JWC and Wagners brands. JWC operates with high standards for providing clean, consistent, aeroponically-grown premium cannabis products to medical patients and the adult-use market throughout Canada and the world. On March 31, 2021, IMC entered into a definitive agreement to acquire MYM Nutraceuticals Inc. (“MYM”) and its licensed producer subsidiary, Highland Grow Inc. This transaction, if completed, will reinforce IMC’s goal of being a leading global premium cannabis producer and purveyor.
