IM Cannabis Corp. (“IMC” or the “Company”) (NASDAQ:IMCC)(CSE:IMCC), a multi-country operator (“MCO”) in the medical and adult-use recreational cannabis sectors with operations in Israel, Germany and Canada, and MYM Nutraceuticals Inc. (“MYM”), a Canadian cultivator, processor, and distributor of premium cannabis, are pleased to announce, further to IMC’s press release on July 6, 2021, the closing of IMC’s acquisition of MYM Nutraceuticals Inc. (“MYM”) (CSE:MYM), previously announced on April 1, 2021 (the “Transaction”). The Transaction was completed pursuant to a plan of arrangement under the Business Corporations Act (British Columbia).
“We are extremely pleased to have closed the acquisition of MYM. Strategically, this Transaction is consistent with IMC’s focus on premium and super premium segments of the cannabis market for consumers and patients in all markets. With coast-to-coast distribution, including a strong leadership position in Eastern Canada, Highland Grow will further enhance our distribution capabilities, fast-track our entrance into new markets and results in additional opportunities to export premium cannabis products to Israel and Germany,” said Oren Shuster, CEO of IMC.
The Transaction was implemented pursuant to the terms and conditions of an arrangement agreement dated March 31, 2021 between IMC, MYM and Trichome Financial Corp. (“Trichome”), which resulted in the acquisition by IMC of all of the issued and outstanding shares of MYM (the “MYM Shares”) in exchange for consideration of 0.022 of a common share for each share of IMC (each full share, an “IMC Share”) for each MYM Share.
In connection with the Transaction, a total of 10,073,436 IMC Shares have been issued to the former holders of MYM Shares, resulting in former MYM shareholders holding approximately 15% of the total number of issued and outstanding IMC Shares (based on 67,156,470 IMC Shares issued and outstanding immediately after closing).
To obtain their IMC Shares, former registered shareholders of MYM must complete the letter of transmittal mailed to them and submit it to Computershare Investor Services and otherwise follow the instructions contained in such letter of transmittal. Further details can be found in the management information circular of MYM dated June 3, 2021 in connection with the special meeting of holders of MYM shares held on July 5, 2021 to approve the Transaction. A copy of the circular is available on MYM’s SEDAR profile at www.sedar.com.
It is expected that the MYM shares will be delisted from the Canadian Securities Exchange (the “CSE”) on or about July 9, 2021. MYM will also apply to cease to be a reporting issuer in the jurisdictions in which it is currently a reporting issuer.
MYM’s directors and officers and Biome Grow Inc., which collectively held approximately 43% of the MYM Shares, have each entered into lock-up agreements restricting the resale of the IMC Shares acquired by such individuals upon closing of the Transaction to a staggered 1/6 release per month of such shares for a period of 6 months (the “Lock-Up Agreements”).
Following the completion of the Transaction, IMC, indirectly through its wholly-owned subsidiary Trichome Financial Corp., has beneficial ownership and control over 100% of the issued and outstanding MYM shares. Prior to the Transaction, IMC did not directly or indirectly hold MYM shares. A copy of the applicable early warning report concerning the acquisition of MYM shares will be filed under MYM’s profile at www.sedar.com.
Desjardins Capital Markets and Torys LLP acted as financial advisor and legal counsel, respectively, to IMC. Dentons Canada LLP acted as legal counsel to Desjardins Capital Markets. Hyperion Capital Inc. and Borden Ladner Gervais LLP acted as financial advisor and legal counsel, respectively, to MYM. Blake, Cassels & Graydon LLP acted as legal counsel to Hyperion Capital Inc.
