Mr. Oren Shuster reports

IM CANNABIS ANNOUNCES FILING OF INFORMATION CIRCULAR FOR UPCOMING ANNUAL GENERAL AND SPECIAL MEETING AND PROVIDES ADDITIONAL INFORMATION ON THE FOCUS TRANSACTION

Further its news release dated April 11, 2025, IM Cannabis Corp. has filed a management information circular in connection with the coming annual general and special meeting of the shareholders of the company to be held on May 23, 2025.

Meeting details

The company's board of directors has set March 31, 2025, as the record date for determining the shareholders entitled to receive notice of and vote at the meeting. The meeting will be held at the offices of company's legal counsel, Garfinkle Biderman LLP, located at 1 Adelaide St. E, Suite 801, Toronto, Ont., M5C 2V9, on Friday, May 23, 2025, at 10 a.m. Toronto time.

To be effective, proxies in respect of the meeting must be duly completed, signed and returned in the envelope provided for that purpose to Computershare Trust Company of Canada, eighth floor, 100 University Ave., Toronto, Ont., M5J 2Y1, by courier, by mail, by phone at 1-866-732-8683 (toll-free North America) or 312-588-4290 (international direct dial), or by electronic voting through the Investor Vote website, in each case by 10 a.m. Toronto time on May 21, 2025, or in the event of an adjournment or postponement of the meeting, 48 hours before the time of the adjourned or postponed meeting (excluding Saturdays, Sundays and holidays). Votes cast electronically are in all respects equivalent to and will be treated in the exact same manner as votes cast by a paper instrument of proxy. Further details on the electronic voting process are provided in the instrument of proxy.

The company has elected to use the notice-and-access mechanism provided for under National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer, to deliver the meeting materials to non-registered shareholders, including the circular, notice of meeting, consolidated audited financial statements of the company for the financial years ended Dec. 31, 2024, and 2023, and the auditor report thereon and accompanying management discussion and analysis. This means that, rather than receiving paper copies of the meeting materials in the mail, non-registered shareholders as of the record date will have access to electronic copies of the meeting materials on IM Cannabis's website and under the company's SEDAR+ and EDGAR profiles. The meeting materials will remain on the company's website for a period of one year. The notice-and-access mechanism will not be used for the registered shareholders and registered shareholders will instead receive a paper copy of the meeting materials and all proxy-related materials in the mail.

For a description of the matters being considered at the meeting, please refer to the circular and meeting materials.

Additional information on the Focus transaction

The company wishes to provide shareholders with additional information on the proposed Focus transaction. To determine the Focus purchase price, the board commissioned an arm's-length independent third party, Beta Finance T.Y.S. Ltd., a leading financial consulting company in Israel. Utilizing a discounted cash flow income approach, it determined the value of Focus, as of Dec. 31, 2024, to be approximately 3.1 million new Israeli shekels based on the future cash flow expected to be generated by its operations. Applying this analysis, it was determined that a 26-per-cent interest in Focus would be worth approximately 818,740 new Israeli shekels.

The company, IMC Holdings and Ewave agreed that, to preserve the company's cash, they intend to settle the Focus purchase price through the issuance of common shares, calculated on the basis of a deemed price per common share equal to the greater of: (x) the 10-day volume-weighted average price of the common shares on the Canadian Securities Exchange ending on the date the company receives disinterested shareholders' approval to complete the Focus transaction; and (y) the discounted market price pursuant to the policies of the CSE.

The board (excluding the conflicted director) unanimously determined the Focus transaction to be in the best interests of the company and recommends the approval of the Focus transaction and Focus transaction resolution (as such term is defined in the circular) by disinterested shareholders at the meeting.

Your vote is important. Whether or not you plan to attend the meeting, the company encourages you to vote promptly.

About IM Cannabis Corp.

IM Cannabis 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 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 IM Cannabis ecosystem operates in Israel through its subsidiaries, which import and distribute cannabis to medical patients, leveraging years of proprietary data and patient insights. The company also operates medical cannabis retail pharmacies, on-line platforms, distribution centres and logistical hubs in Israel that enable the safe delivery and quality control of IM Cannabis products throughout the entire value chain. In Germany, the IM Cannabis ecosystem operates through Adjupharm GmbH, where it distributes cannabis to pharmacies for medical cannabis patients.

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