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IM Cannabis Enters into Agreement to Sell IMC Holdings and European- Focused Assets

IMCC
  • IM Cannabis Corp. (IMCC) entered into a definitive share purchase agreement on August 16, 2026, to sell all shares of IMC Holdings to Slil.com Holding Ltd.
  • Prior to closing, IMCC will transfer its Israeli operations out of IMC Holdings to retain them, leaving IMC Holdings with equity in Target Subsidiaries (Adjupharm GmbH, Xinteza API Ltd., Shiran Societe Anonyme) & Retained Liabilities.
  • The transaction is expected to improve shareholders' equity by approximately CAD$3 million, reduce liabilities, improve working capital, & streamline the corporate structure.
  • Consideration includes C$3,000,000 in prior advance payments & Slil's assumption of Retained Liabilities not exceeding C$9,400,000, with no new securities issued.
  • Closing is subject to customary conditions including a valid tax certificate from the Israel Tax Authority, with an outside date of September 30, 2026.
  • The deal constitutes a related party transaction under MI 61-101 as Slil is controlled by IMCC CEO Oren Shuster, prompting reliance on financial hardship exemptions for valuation & minority approval.
  • A Special Committee of independent directors & independent financial advisor Beta Finance T.Y.S Ltd. have been engaged to evaluate the transaction's fairness.
  • Post-closing, IMCC will focus resources on its retained Israeli medical cannabis operations while IMC Holdings will be owned by Slil.
  • IMCC expects to close the transaction less than 21 days after filing a material change report due to its financial condition & liquidity position.