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PRESS RELEASE: IM Cannabis Corp. (formerly Navasota Resources) Announces Closing of Reverse Takeover Transaction

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DGAP-News: IM Cannabis Corp. / Key word(s): Miscellaneous
IM Cannabis Corp. (formerly Navasota Resources) Announces Closing of Reverse
Takeover Transaction

2019-10-11 / 23:15
The issuer is solely responsible for the content of this announcement.

Toronto, Ontario(Newsfile Corp. - October 11, 2019) - IM Cannabis Corp.
(formerly Navasota Resources Inc.) (the "*Company*") is pleased to announce
the closing of its previously announced reverse takeover transaction (the
"*RTO Transaction*") with I.M.C. Holdings Ltd. ("*IMC*"). The RTO
Transaction was effected by way of a "triangular merger" between the
Company, IMC and a wholly-owned subsidiary of the Company pursuant to
Israeli statutory law.

IMC is an international medical cannabis company, and a well-known Israeli
brand of medical cannabis products. In Europe, IMC is establishing a fully
operational, vertically integrated medical cannabis business spearheaded by
its distribution arm in Germany and augmented by strategic agreements with
certified EU-GMP Standard suppliers, making it one of the only medical
cannabis companies with fully integrated operations in Europe. IMC intends
to leverage IMC's brand to establish a foothold in emerging medical cannabis
markets including Germany, Portugal and Greece.

IMC's core Israeli business includes offering branding, know-how and other
intellectual property-related services to the Israeli medical cannabis
market. Its key assets in Israel include commercial agreements with licensed
producers and an option to purchase licensed entities.

The Company is a reporting issuer under the laws of the Provinces of British
Columbia and Alberta whose common shares ("*Common Shares*") were
voluntarily de-listed from the NEX board of the TSX Venture Exchange on June
18, 2018. Consequently, the Common Shares are currently not posted for
trading on any marketplace. The Company received conditional approval to
list the Common Shares on the Canadian Securities Exchange (the "*CSE*") on
October 8, 2019 and is in the process of filing the final documents with the
CSE. Subject to final approval, the Common Shares will commence trading on
the CSE under the ticker symbol "IMCC".

As part of the RTO Transaction, the board of directors of the Company was
reconstituted to consist of Messrs. Oren Shuster, Steven Mintz, Marc Lustig
and Jesse Kaplan, with Mr. Shuster also acting as Chief Executive Officer,
and Mr. Lustig acting as Chairman. Mr. Shai Shemesh has been appointed Chief
Financial Officer and Mr. Amir Goldstein has been appointed Chief Operating
Officer. Ms. Yael Harrosh will serve as Corporate Secretary. Additional
information regarding the business of the Company and the biographical
details of management and the board of directors can be found in the
Company's CSE Form 2A Listing Statement, which will be filed on SEDAR prior
to the commencement of trading of the Common Shares on the CSE.

In connection with the RTO Transaction, the net proceeds from the Company's
previously announced private placement offering of subscription receipts of
a wholly-owned subsidiary (the "*Financing*") were released from escrow and
the subscription receipts were converted into 19,460,527 Common Shares and
9,730,258 Common Share purchase warrants ("*Warrants*"). As a result of the
completion of the RTO Transaction, former holders of IMC ordinary shares now
hold approximately 84.28% of the issued and outstanding Common Shares,
former holders of subscription receipts from the Financing now hold
approximately 13.35% of the Common Shares and pre-RTO Transaction
shareholders now hold 2.37% of the Common Shares, in each case, on a
non-diluted basis.

The net proceeds from the Financing will be used by the Company for
operational expansion, business development and working capital purposes.

*Early Warning Disclosure*

In connection with the closing of the RTO Transaction, Mr. Oren Shuster was
issued 36,534,409 Common Shares, 23,809 Warrants, and 2,000,000 share
options. As a result, Mr. Shuster holds 25.07% of the issued and outstanding
Common Shares on non a-diluted basis and 26.09% of the Common Shares on a
partially diluted basis.

In connection with the closing of the RTO Transaction, Mr. Rafael Gabay, a
promoter and significant shareholder of IMC, was issued 32,558,139 Common
Shares and 23,809 Warrants. As a result, Rafael Gabay holds 22.34% of the
issued and outstanding Common Shares on a non-diluted basis and 22.35% of
the Common Shares on a partially diluted basis.

As the result of the increase in the number of issued and outstanding Common
Shares following the closing of the RTO Transaction, Messrs. Steven Mintz,
Marc Lustig and Greg Wilson, and Jason I. Goldman Professional Corporation
("*JIGP Corp.*") announce that their respective ownership of Common Shares
decreased to below 10% on an undiluted and partially-diluted basis (each a
"*Below 10%* *Filer*", and collectively, the "*Below 10%* *Filers*").

Prior to the closing of the RTO Transaction, each Below 10% Filer held the
following securities:

1)

JIGP Corp., together with Ms. Jennifer Goldman, a joint actor, held (i)
541,348 Common Shares, being 15.66% of the then issued and outstanding
Common Shares and assuming full exercise of Warrants held by Ms. Goldman,
718,026 Common Shares, being 19.77% of the then issued and outstanding
Common Shares on a partially diluted basis, and (ii) 48,750 ordinary
shares in the capital of IMC ("*IMC Shares*"), being 0.39% of the
thenissued and outstanding IMC Shares, and 9,375 IMC Share purchase
warrants ("*IMC Warrants*"), with each IMC Warrant entitling the holder
thereof to purchase one (1) IMC Share at an exercise price of $5.00;

2)

Mr. Mintz, together with Ms. Heather Mintz, a joint actor, held (i)
541,348 Common Shares, being 15.67% of the then issued and outstanding
Common Shares, and assuming full exercise of Warrants held by Mr. Mintz,
718,026 Common Shares, being 19.77% of the then issued and outstanding
Common Shares on a partially diluted basis, and (ii) 25,000 IMC Shares,
being 0.20% of the then issued and outstanding IMC Shares, and 12,500 IMC
Warrants, with each IMC Warrant entitling the holder thereof to purchase
one (1) IMC Share at an exercise price of $5.00;

3)

Mr. Wilson held (i) 466,723 Common Shares, being 13.51% of the then issued
and outstanding Common Shares, and assuming full exercise of Warrants held
by Mr. Wilson, 643,401 Common Shares, being 17.71% of the then issued and
outstanding Common Shares on a partially diluted basis, and (ii) 30,000
IMC Shares, being 0.24% of the issued and outstanding IMC Shares; and

4)

Mr. Lustig held (i) 466,723 Common Shares, being 13.51% of the then issued
and outstanding Common Shares, and assuming full exercise of Warrants held
by Mr. Lustig, 643,401 Common Shares, being 17.71% of the then issued and
outstanding Common Shares on a partially diluted basis, and (ii) 78,349
IMC Shares, being 0.64% of the then issued and outstanding IMC Shares.

Following the closing of the RTO Transaction, each Below 10% Filer now has
ownership or control over the following securities of the Company:

1)

JIGP Corp., together with Ms. Jennifer Goldman, a joint actor, has
ownership or control over 1,028,848 Common Shares, being 0.71% of the
issued and outstanding Common Shares, and assuming full exercise of the
Warrants held by Ms. Goldman, 1,299,276 Common Shares, being 0.89% of the
issued and outstanding shares on a partially diluted basis;

2)

Mr. Mintz, together with Ms. Heather Mintz, a joint actor, has ownership
or control over 791,348 Common Shares, being 0.54% of the issued and
outstanding Common Shares, and assuming full exercise of the Warrants held
by Mr. Mintz, 1,093,026 Common Shares, being 0.75% of the issued and
outstanding shares on a partially diluted basis;

3)

Mr. Wilson has ownership or control over 766,723 Common Shares, being
0.53% of the issued and outstanding Common Shares, and assuming full
exercise of the Warrants held by Mr. Wilson, 943,401 Common Shares, being
0.65% of the issued and outstanding Common Shares on a partially diluted
basis; and

4)

Mr. Lustig has ownership or control over 1,250,213 Common Shares, being
0.86% of the issued and outstanding Common Shares, and assuming full
exercise of the Warrants held by Mr. Lustig, holds 1,426,891 Common
Shares, being 0.98% of the issued and outstanding Common Shares on a
partially diluted basis.

An early warning report prepared pursuant to the requirements of National
Instrument 62-103 _The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues_ by each of the foregoing parties will be filed on
SEDAR at www.sedar.com under the Company's profile. Copies of the early
warning reports filed by Messrs. Shuster and Gabay may be obtained by
contacting Yael Harrosh at 972-54-6687515*, *and those filed by the Below
10% Filersmay be obtained by contacting Mr. Steven Mintz at 647-497-7225*.*

*Additional Information*

The Common Shares have not been and will not be registered under the U.S.
Securities Act and may not be offered or sold in the United States or to a
U.S. Person (as defined in in Rule 902(k) of Regulation S under the U.S.
Securities Act) absent registration or an applicable exemption from the
registration requirement. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of the securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.

*For additional information on the Company:*

Oren Shuster
Chief Executive Officer and Chairman
Telephone: +972 54-433-1111
Email: info@imcannabis.com

*Forward-Looking Statements*

This news release contains "forward-looking information" within the meaning
of applicable securities laws including the listing of the Common Shares on
the CSE, the use of proceeds from the Financing as well as information
relating to IMC and the Company. Although the Company believes, in light of

(MORE TO FOLLOW) Dow Jones Newswires

October 11, 2019 17:15 ET ( 21:15 GMT)
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