IMC Reschedules the Final Payment of the Oranim Pharmacy Acquisition

Rhea-AI Summary

IM Cannabis Corp. (CSE: IMCC) (NASDAQ: IMCC) announces the rescheduling of the final payment for the Oranim Pharmacy Acquisition and reconciliation with parties regarding remaining transaction payments to April 15, 2024. The acquisition of 51% rights in Oranim Pharm Partnership was completed on March 28, 2022, with NIS 5,363K or 1,930K CAD to be paid in six installments throughout 2023, and the final payment was originally due on February 15, 2024. A new amendment signed on January 10, 2024, postpones the sixth payment and reconciliation to April 15, 2024, with a 15% interest charge on all remaining unpaid installments. Failure to meet the payments will result in the transfer of IMC Holdings Ltd. shares back to the seller and revocation of the transaction.

Positive

• None.

Negative

• The rescheduling of the final payment and the imposition of a 15% interest charge on all remaining unpaid installments may indicate financial strain or liquidity issues for IM Cannabis Corp.

Financial Analyst

The rescheduling of the final payment and reconciliation for IM Cannabis Corp.'s acquisition of Oranim Pharmacy presents both liquidity and risk management considerations. The deferral indicates potential cash flow constraints within IMC, prompting a reassessment of the company's short-term financial health. The imposition of a 15% interest charge on the deferred payments is notably above typical market rates, suggesting a higher risk profile associated with the transaction. Stakeholders should monitor the company's ability to meet the rescheduled obligations to avoid dilution of equity through the return of shares to the seller.

Legal Expert

From a legal perspective, the amendment to the payment schedule and the stipulation for interest charges underscores the importance of contract flexibility in M&A transactions. The potential reversal of the transaction, should IMC fail to meet its obligations, highlights the critical nature of compliance with financial covenants. Stakeholders should be aware that such reversals can lead to significant disruptions in business operations and strategic plans. It is imperative for investors to understand the legal implications of the acquisition agreement, particularly the conditions under which the ownership would revert to the seller.

Market Research Analyst

The rescheduling may reflect broader market trends within the medical cannabis industry, where companies often face regulatory hurdles and fluctuating market demand. The delay could signal to investors a need for caution, as it may be indicative of sector-specific volatility or operational challenges faced by IM Cannabis Corp. Understanding the competitive landscape and regulatory environment in Israel and Germany is crucial for stakeholders to contextualize this development and its potential impact on IMC's market position and future growth prospects.

TORONTO and GLIL YAM, Israel, Jan. 12, 2024 /PRNewswire/ -- IM Cannabis Corp. (CSE: IMCC) (NASDAQ: IMCC) (the "Company" or "IMC"), a leading medical cannabis company with operations in Israel and Germany, is announcing that the final sixth payment of the Oranim Pharmacy Acquisition and the reconciliation between the parties regarding the remaining transaction payments are being rescheduled to April 15, 2024.

Through the transaction, completed on March 28, 2022, IMC Holdings Ltd. acquired 51% of the rights in Oranim Pharm Partnership through the acquisition of Oranim Plus. As part of the transaction consideration, NIS 5,363K or 1,930K CAD were supposed to be paid in six installments throughout 2023, with the final payment due February 15, 2024.

Through a new amendment signed January 10, 2024, the sixth (6) payment as well as the reconciliation between the parties regarding all remaining unpaid installments has been postponed to April 15, 2024. All six installments (that remain unpaid) will incur a 15% interest charge. Failure to meet the remaining payments will result in the transfer of IMC Holdings Ltd. shares (51%) back to the seller, along with the revocation of the transaction.

About IM Cannabis Corp.

IMC (Nasdaq: IMCC) (CSE: IMCC) is an international cannabis company that provides premium cannabis products to medical patients in Israel and Germany, two of the largest medical cannabis markets. The Company has recently exited operations in Canada to pivot its focus and resources to achieve sustainable and profitable growth in its highest value markets, Israel and Germany. The Company leverages a transnational ecosystem powered by a unique data-driven approach and a globally sourced product supply chain. With an unwavering commitment to responsible growth and compliance with the strictest regulatory environments, the Company strives to amplify its commercial and brand power to become a global high-quality cannabis player.

The IMC ecosystem operates in Israel through its commercial relationship with Focus Medical Herbs Ltd., which imports and distributes cannabis to medical patients, leveraging years of proprietary data and patient insights. The Company also operates medical cannabis retail pharmacies, online platforms, distribution centers, and logistical hubs in Israel that enable the safe delivery and quality control of IMC's products throughout the entire value chain. In Germany, the IMC ecosystem operates through Adjupharm GmbH, where it distributes cannabis to pharmacies for medical cannabis patients. Until recently, the Company also actively operated in Canada through Trichome Financial Corp and its wholly owned subsidiaries, where it cultivated, processed, packaged, and sold premium and ultra-premium cannabis at its own facilities under the WAGNERS and Highland Grow brands for the adult-use market in Canada. The Company has exited operations in Canada and considers these operations discontinued.

Disclaimer for Forward-Looking Statements

This press release contains forward-looking information or forward-looking statements under applicable Canadian and U.S. securities laws (collectively, "forward-looking statements"). All information that addresses activities or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. In the press release, such forward-looking statements include, but are not limited to, statements relating to the allegations against the Company by MYM Shareholder Plaintiffs and the likelihood of the complaint and its resolution.

Forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to: the development and introduction of new products; continuing demand for medical and adult-use recreational cannabis in the markets in which the Company operates; the Company's ability to reach patients through both e-commerce and brick and mortar retail operations; the Company's ability to maintain and renew or obtain required licenses; the effectiveness of its products for medical cannabis patients and recreational consumers; and the Company's ability to market its brands and services successfully to its anticipated customers and medical cannabis patients.

The above lists of forward-looking statements and assumptions are not exhaustive. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward looking statements due to a number of factors and risks. These include: any failure of the Company to maintain "de facto" control over Focus Medical in accordance with IFRS 10; the failure of the Company to comply with applicable regulatory requirements in a highly regulated industry; unexpected changes in governmental policies and regulations in the jurisdictions in which the Company operates; the effect of the reform on the Company; the Company's ability to continue to meet the listing requirements of the Canadian Securities Exchange and the NASDAQ Capital Market; any unexpected failure to maintain in good standing or renew its licenses; the ability of the Company and Focus Medical (collectively, the "Group") to deliver on their sales commitments or growth objectives; the reliance of the Group on third-party supply agreements to provide sufficient quantities of medical cannabis to fulfil the Group's obligations; the Group's possible exposure to liability, the perceived level of risk related thereto, and the anticipated results of any litigation or other similar disputes or legal proceedings involving the Group; the impact of increasing competition; any lack of merger and acquisition opportunities; adverse market conditions; the inherent uncertainty of production quantities, qualities and cost estimates and the potential for unexpected costs and expenses; risks of product liability and other safety-related liability from the usage of the Group's cannabis products; supply chain constraints; reliance on key personnel; the risk of defaulting on existing debt and war, conflict and civil unrest in Eastern Europe and the Middle East

Any forward-looking statement included in this press release is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made.

The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Company Contacts:
Anna Taranko, Director Investor & Public Relations
IM Cannabis Corp.
+49 157 80554338
a.taranko@imcannabis.de

Oren Shuster, Chief Executive Officer
IM Cannabis Corp.
info@imcannabis.com

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SOURCE IM Cannabis Corp.

What is the ticker symbol for IM Cannabis Corp.?

The ticker symbol for IM Cannabis Corp. is CSE: IMCC and NASDAQ: IMCC.

When was the Oranim Pharmacy Acquisition completed?

The Oranim Pharmacy Acquisition was completed on March 28, 2022.

What will happen if the remaining payments are not met?

Failure to meet the remaining payments will result in the transfer of IMC Holdings Ltd. shares back to the seller and the revocation of the transaction.

What is the new deadline for the final payment and reconciliation?

The new deadline for the final payment and reconciliation is April 15, 2024.

What is the transaction consideration for the Oranim Pharmacy Acquisition?

The transaction consideration for the Oranim Pharmacy Acquisition was NIS 5,363K or 1,930K CAD to be paid in six installments throughout 2023.