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LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL EXPANSION CSE:IMCC IM Cannabis Corp. Q2 2020

LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL … · This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country

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Page 1: LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL … · This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country

LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL EXPANSION

CSE:IMCC IM Cannabis Corp.

Q2 2020

Page 2: LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL … · This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country

DisclaimerGeneral

The information found herein, and any other materials provided by IM Cannabis Corp.(“IMC” or the “Company”), are intended solely for discussion purposes and are not intended as, and do not constitute, an offer to sell or a solicitation of an offer to buy any security, and should not be relied upon by you in evaluating the merits of investing in any securities. This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is contrary to local law or regulation.

The Company believes the information contained in this document to be reliable but makes no warranty or representation, whether express or implied, in respect of, and assumes no legal liability for, the accuracy, completeness or usefulness of any information disclosed. Any estimates, investment strategies, and views expressed in this document are based upon current market conditions, and/or data and information provided by unaffiliated third parties, and are subject to change without notice.

All currency values are denominated in Canadian dollars unless otherwise specified.

Market and Industry Data

This presentation includes market and industry data and forecasts that were obtained from third-party sources, industry publications and publicly available information. Third-party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although we believe it to be reliable, we have not independently verified any of the data from third-party sources referred to in this presentation, or analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying economic assumptions relied upon by such sources.

Forward-Looking Statements

This investor presentation contains forward-looking statements within the meaning of applicable Canadian securities laws. 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. The forward-looking statements in this investor presentation include, without limiting the foregoing, statements relating to the Company’s projected revenues, profitability and supply capacity, anticipated licenses and the Company’s strategic business and expansion plans. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements, including, without limitation: the ability of the Company to comply with applicable government regulations in a highly regulated industry; unexpected changes in governmental policies and regulations affecting the production, distribution, manufacture or use of medical cannabis in Israel, Germany, Portugal, Greece or any other foreign jurisdictions in which the Company intends to operate; the risk that regulatory authorities in Israel may view the Company as the deemed owner of more than 5% of Focus Medical Herbs Ltd. (“Focus Medical”) in contravention to Israeli rules restricting the ownership of Israeli cannabis cultivators and thereby jeopardizing Focus Medical’s cannabis cultivation license; reliance on management; inconsistent public opinion and perception regarding the use of cannabis; engaging in activities considered illegal under US federal law; political instability and conflict in the Middle East; adverse market conditions; unexpected business disruptions due to the COVID-19 global pandemic and other disease outbreaks; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; currency fluctuations; competition; and loss of key management and/or employees. Please see the Company's Form 2A Listing Statement, which is available under the Company's profile on SEDAR for additional related risks factors that could materially affect the Company's operations and financial results. 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.

This presentation also contains financial projections. Financial projections are forward-looking statements, and actual results could vary materially from the projected results. Our financial projections were not prepared with a view toward compliance with IFRS and have not been examined, reviewed or compiled by our accountants. Our projections represent our estimates as of the date of this presentation. Although our projections are based upon estimates and assumptions that we believe are reasonable, they are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. Further, the degree of uncertainty inherent in our projections may significantly increase as any projections become out of date. There can be no assurance that we will achieve the results indicated. Indeed, actual results will vary from our projections, and the variations may well be material. Consequently, the fact that we have provided financial projections to you should not be regarded as a representation by anyone that they will be realized.

You should not place undue reliance on these forward-looking statements. Except to the extent required by applicable laws or rules, we undertake no obligation to update or revise any forward-looking statements included in this presentation.

Page 3: LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL … · This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country

DisclaimerUnited States Securities Laws

This investor presentation is not a prospectus or an offering memorandum pursuant to applicable US securities laws. The securities of IMC have not been and will not be registered under the United States federal or state securities laws and may not be offered or sold in the United States, or to, or for the account or benefit of, “U.S. Persons” as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), unless an exemption from registration is available.

Israel Business Structure

IMC currently operates in the Israeli medical cannabis market by providing intellectual property, know-how and other related services to licensed producers. Focus Medical, a licensed medical cannabis producer in Israel with whom IMC has exclusive commercial agreements, was the first major Israeli licensed producer to utilize IMC’s intellectual property, know-how and expertise. Focus Medical is controlled by Messrs. Oren Shuster and Rafi Gabay. Neither the Company nor any of its subsidiaries currently hold, directly or indirectly, any licenses to engage in the cultivation, production, processing, distribution or sale of medical cannabis in Israel. However, under IFRS, IMC is required to consolidate the results of Focus Medical, a licensed propagator and cultivator of medical cannabis under the current Israeli regulatory regime, in its current financial results (see Note Regarding IMC’s Accounting Practices below). Israeli regulatory authorities impose certain restrictions on the ownership of Israeli licensed producers intended to protect the integrity of the cannabis industry in Israel. These requirements preclude, among other things, any shareholder from directly or indirectly acquiring, holding or maintaining control or direction over 5% or more of the issued and outstanding share capital of an Israeli licensed producer without obtaining Ministry of Health (“MOH”) approval. The ramifications of breaching this requirement without MOH approval may include, among other things, suspension or cancellation of a medical cannabis license. Based on the foregoing, regulatory authorities in Israel may view IMC as the deemed owner of more than 5% of Focus Medical, and as such subject to the 5% ownership restriction applicable to Israeli licensed producers. A determination of this nature could jeopardize the cultivation license held by Focus Medical and require action from IMC and its shareholders to restructure their affairs to comply with such restrictions and/or seek the MOH’s approval of the current structure. Any sanctions resulting from Israeli regulatory authorities deeming IMC as the owner of more than 5% of Focus may have a material adverse effect on IMC’s business, financial condition and results of operations.

Note Regarding IMC’s Accounting Practices

IMC complies with IFRS 10, which applies a single consolidation model using a definition of “control” that requires an investor (as defined in IFRS 10) to consolidate an investee (as defined in IFRS 10) where: (i) the investor has power over the investee; (ii) the investor has exposure or rights to variable returns from involvement with the investee; and (iii) the investor can use its power over the investee to affect the amount of the investor’s returns. Under IFRS 10, consolidation occurs when an investor can exercise control over an investee. Control may be achieved through voting rights or other evidence of power. Where there are no direct holdings, under IFRS 10, an investor (as defined in IFRS 10) should consider other evidence of power and ability to unilaterally direct an investee's (as defined in IFRS 10) relevant activities. In view of the exclusive commercial agreements and the guidance in IFRS 10, notwithstanding that IMC has no direct or indirect shareholding of Focus Medical, it has sufficient rights to unilaterally direct the relevant activities (a concept known as "de facto control"), mainly due to the following: (a) IMC receives economic benefits from Focus Medical (and the terms of the exclusive commercial agreements with Focus Medical cannot be changed without the approval of IMC); (b) the Company has an option to purchase Focus Medical; (c) the CEO of the Company is a director of Focus Medical (while simultaneously a substantial shareholder of the Company); and (d) the Company provides management and support activities to Focus Medical through its exclusive commercial agreements. Accordingly, under IFRS 10, the Company has "de facto control" over Focus Medical, and therefore consolidates the financial results of Focus Medical in the Company’s financial statements.

Page 4: LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL … · This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country

IMC – Investment Highlights

4

Proven Israeli Operator$193.5 million in binding sales agreements for next 3 years by Focus Medical*10 years experienceDistribution in largest pharmacy groupExport optionality on the horizon

Established EU Platform€7.7 billion total value of German medical cannabis market by 2028(1)

Building a network for IMC brand distribution across Germany with 3 binding sales agreements in placeLicensed to import over 4,000 Kg into Germany EU-GMP facility fully-licensed and equipped for cannabis import, storage and distributionEU-GMP supply partner in Spain, 2020 capacity of 18,000kg

Brand FocusedAll products in Israel and Europe are sold to patients under the IMC brand

Financially disciplinedStrong balance sheet: no debt, $ 11.8 million in cash (2)

*Licensed LP with exclusive commercial relationship with IMC(1) Prohibition Partners – The European Cannabis Report 4th Edition January 2019(2) As of March 31, 2020

Page 5: LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL … · This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country

Leadership position in Israel

EU Platform out of Germany

EU-GMP product and operating standards

5

IMC at a Glance

Summary of Assets

Exclusive commercial agreement with licensed producer, Focus Medical Herbs Ltd., for IMC’s IP and branding

$193.5 million in consolidated revenue over next 3 years from sales agreements signed by Focus Medical

Total Israeli capacity by Focus and third party: 28,700kg throughout 2020-2023

Export-ready

Supply Chain Flow

European Union Platform

Germany: EU-GMP distribution subsidiary, hub for EU expansion

Licensed to import over 4,000 Kg of medical cannabis

Binding Sales agreements signed with German distributors

Spain: Strategic supply agreement with EU-GMP facility, up to 18,000kg of capacity, can serve the German market or be distributed to other EU markets

Distribution (export) to Germany

Distribution (export) to EU

Israel

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IMC - Expansion Strategy Implementation

6

Operating since 2010

Focus

Total Production Capacity of 28,700kg2020-2023 with NO Extra CAPEX

Spanish Partner - 18,000kg of production capacity in 2020

Total Production Capacity of 46,700kg by the end of 2022 with no extra CAPEX

Way of LifeIntelicana

CannationCannomed

Page 7: LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL … · This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country

7

Inflorescences

IMC Branded Products

Extracts

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Established Operations in Israel

Focus Medical Herbs Ltd. is licensed to cultivate, produce and sell cannabis and cannabis oil for medical purposes. Focus commenced operations in 2010

IMC holds a license agreement and a commercial agreement with Focus for IMC’s IP and branding$193.5 million in consolidated revenue and gross margins of 50% over next 3 years from sales agreements signed by Focus Medical 13,575kg supply to Super-Pharm, Israel’s leading pharmacy chain, for 2020-2022, valued at $80.4 millionCapacity for distribution in Israel through Focus Medical and 3rd party agreements of 28,700kg

Highlights of IMC’s Israeli Operations

8

Page 9: LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL … · This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country

Over 1 million patients forecast by 2024

€ 7.7 billionTotal value of German Medical Market by 2028(1)

IMC’s goal is to be the market leader. Physicians become more comfortable prescribing a brand that is widespread therefore it is vital that IMC gain brand recognition before other players enter the market

9

The Goal: Market Leadership

IMC’s German Strategy

The Strategy: Wholesale Partnerships

With ~20,000 pharmacies across the country, most of which are independent, IMC will partner with other distributors in order to increase IMC branded product reach throughout Germany

99(1) Prohibition Partners – The Germany Cannabis Report October 2019

(2) Pharmacy data as of end of 2017; Source: Federal Union of German Associations of Pharmacists 2018 German Pharmacies Report

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IMC Germany - Adjupharm Positioned for Market Leadership

10

Sales B2C

✓ Reaching over 6,000 pharmacies

✓ Sales of Bedrocan since December 2019

✓ Robust patient-centered marketing plan and budget for 2020

✓Binding sales agreements with 3 distributors

✓ EU-sourced EU-GMP supply expected Q2 2020

✓ Expected gross margin of ~ 40% on B2B sales

✓ Sales to licensed distributors expected Q2 2020

Sales B2B

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IMC Germany - AdjupharmPositioned for Market Leadership

11

Winning Team

✓ Decades of accumulated pharmaceutical distribution experience

✓ Senior quality managers and personnel

✓ MD, PhD on staff✓ Top tier marketing

management

Licenses & Permits

✓ Licensed to import over 4,000Kg of medical cannabis flower and products

✓ Cannabis and narcotics handling and distribution licenses

✓ EU-GMP certification✓ Licensed to package

cannabis bulk – expected Q2 2020

Facility

✓ Storage space in construction for over 5,000kg of cannabis

✓ Off the shelf supply availability expected June 2020

✓ Vaults installed with capacity of 800kg

✓ Clean room✓ Cannabis bulk re-packaging room✓ 1,320 sq. ft. facility in expansion to

3,280 sq.ft.

Page 12: LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL … · This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country

IMC - Company Milestones and Capital Raised

Feb 2019 Nov 2019

IMC Holdings reaches $4.4M in 2017 revenues

IMC Holdings completes its first capital raise, raising total of $9.1M in Canada

IMC Holdings completes its second capital raise of $ 20.4M in Canada

IMC lists shares on the Canadian Stock ExchangeCSE:IMCC

IMC Holdings reaches $9.1M in 2019 revenues

.

Focus Medical receives the IMC-GAP from Israeli regulatory agency enabling IMC to export and to serve patientsunder new reform

IMC Holdings reaches $5.2Min revenues for 2018

Focus Medical signs 3 years sales agreements in Israel for $178.5M

IMC branded products expected to reach German market with 3 binding sales agreements signed and import license for over 4,000 Kg granted

Focus Medical increases production capabilities in Israel by a further 8,300kg for 2020-2023 through third party agreements with no CAPEX

12

Focus Medical signs 3 years sales agreements valued at $15M

Focus Medical increases production capabilities in Israel by 8,800kg for 2020-2022 through third party agreements with no CAPEX

Q4 2017 Q2 2018 Q4 2018Q4 2019

Q1 2020 Q2 2020Q4 2019Q3 2019Q1 2019

IMC Holdings reaches $6.6M in Q3 YTD 2019 revenues

IMC Holdings completes the acquisition of German distribution company, Adjupharm

IMC Holdings reaches milestone of serving ~5,000 patients in Israel per month

Page 13: LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL … · This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country

IMC Leadership Team

1313

▪ Experienced CFO with nearly 15 yearsof business experience in thepharmaceutical, infrastructure, energy,information technology and servicesindustries

▪ Since 2011 and until recently, has ledall finance and operationsmanagement of Sadyt Israel and IVMMinrav-Sadyt, an international multi-million-dollar water treatment projectin Ashdod, Israel

▪ Served as Financial Controller of theIsraeli branch of Boston Scientific in2007-2009

▪ Worked as Supervising Auditor at PwCIsrael between 2005 and 2009

▪ Holds a Certified Public Accountant(Isr.) diploma, a Bachelor of Arts inAccounting, Economics andManagement from the University ofTel-Aviv, and an MBA from IE BusinessSchool

▪ Experienced entrepreneur, CEO andCOO

▪ Lieutenant Colonel (Ret.)▪ Mr. Berger brings over 10 years of

experience in managing large-scaleoperations in the government andprivate sectors including as the headof a leading telemedicine andpharmaceutical distributioncompany.

▪ Mr. Berger was the Chief ExecutiveOfficer of Telepharma Ltd.("Telepharma," doing business asepharma), a leading wholesaler,direct marketer of prescription drugsand chain of pharmacies in Israel.

▪ Mr. Berger establishedGreenpharma, one of Israel's firstonline pharmacies focused onmedical cannabis patients

▪ Richard Balla, Germany CEO, has13 years of experience as ownerand CEO of a Germanpharmaceutical distributioncompany

▪ Expertise includespharmaceutical sales and parallelimport

▪ Involved in the cannabis industrysince its inception in Germany

▪ Track record in regulatory,logistic, and sales managementin medical cannabis

Shai Shemesh, CPAChief Financial Officer

Yaron BergerManaging Director Israel Operation

Richard BallaCEO and Director Adjupharm GmbH

▪ Co-founder of IMC and leading figurein Israeli medical cannabis industry

▪ Successful serial entrepreneur andbusinessman in the fields of globalsoftware development, technology,med-tech and more

▪ Co-founded E-wave group, aninternational software house, in 1999employing over 1000 employees inmultiple markets worldwide

Oren ShusterChief Executive Officer & Director

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IMC Board Members

1414

▪ Founder and CEO ofCannabis Royalties &Holdings Corp. (dba OriginHouse)

▪ Began his professional careerin the pharmaceuticalindustry at Merck & Cobefore transitioning to acapital markets career ininstitutional equity researchin the Life Sciences sector atOrion Securities

▪ Worked as asenior professional at GMPSecurities L.P. and as Head ofCapital Markets at DundeeCapital Markets beforebecoming Principal at KES 7Capital

▪ Holds MSc and MBA degreesfrom McGill University.

▪ Financial consultant in avariety of industries includingmining, oil and gas, realestate and cannabis

▪ Currently President of St.Germain Capital Corp. aprivate consulting andinvestment firm as well asPrincipal and CFO of theMinkids Group, a familyinvestment and real estatedevelopment company

▪ Experience spans a variety offinancial and managementareas of expertise fromaccounting in large firms tobankruptcy and insolvency

▪ Obtained his C.A. designationin June of 1992 and Trusteein Bankruptcy license in 1995

▪ Currently a director of severalpublic companies.

▪ Mr. Gabay is Chairman andCo-Founder of EwaveGroup Ltd. ("Ewave") since1999

▪ Mr. Gabay enjoys over 20years of experience inmanagement positions inthe technology sector.

▪ Owns and manages aportfolio of companies invarious fields including realestate, internet of things,healthcare and mobiletechnology

▪ Co founder and director ofFocus Medical Herbs, since2010

Marc Lustig Chairman

Steve Mintz, CPADirector

Rafi GabayDirector

▪ Co-founder of IMC and leadingfigure in Israeli medicalcannabis industry

▪ Successful serial entrepreneurand businessman in the fieldsof global software development,technology, med-tech and more

▪ Co-founded E-wave group, aninternational software house, in1999 employing over 1000employees in multiple marketsworldwide.

Oren ShusterChief Executive Officer & Director

▪ Former Canada'sAmbassador to Israel from2014 through 2016.

▪ Ms. Bercovici was theManaging Director, Europeand Israel at Nuuvera Inc., aToronto-based medicalcannabis company that wasacquired by Aphria Inc.

▪ Ms. Bercovici has vastexperience of over 20 yearspracticing law in Toronto,specializing in media,defense and financialservices regulatory law.

▪ An experienced consultantto various medical cannabisand device entitiesspecializing in operationaland market opportunities inIsrael, Europe and Canada.

Vivian BercoviciDirector

Page 15: LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL … · This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country

IMC – COVID-19 Update

15

Focus Medical declared essential service by Israeli government, no interruption in cultivation activities

Spanish supply partner continues to cultivate without interruption

Operations update:Complete transition to work from homeReduction in discretionary operational expenses and consulting services

Emergency Preparedness:Management of Focus Medical emergency teams for operations and cultivationConstruction of on-site housing for Focus Medical teams

Global impact may result in competitive advantage due to:Suspension of new EU-GMP accreditations and supply agreementsLogistical advantage in transporting EU-sourced GMP supply within Europe

Page 16: LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL … · This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country

IMC: Facts and Figures

Financially Sound Leadership Position Capacity and Expansion

Good Agricultural Practices 1

46,700 KG

Supply from Israeli and

European partners

in 2020-2023

$9.1 million2019 revenue 1

75% YOY growth

(1) Financial results are consolidated to include operations of Focus. GAP licensing applies to Focus, with which IMC has a commercial agreement and service agreement

(2) Before fair value adjustments

16

$0Debt

as of March 31, 2019

13,575 KG

Israel’s leading pharmacy

chain, for 2020-2022

valued at $80.4 M

$4.3 million2019 gross profit 1,2

48% margin2

$193.5 million Consolidated revenue over next 3

years from sales agreements signed by Focus Medical in Israel

$11.8 millionCash in hand

as of March 31, 2020

Supply to

3 Binding Sales Agreements

With distribution partners in Germany

Over 4,000 KgLicensed to import

into Germany

Page 17: LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL … · This investor presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country

Thank you

CSE:IMCC IM Cannabis Corp.