Cover
Cover | 12 Months Ended |
Dec. 31, 2019shares | |
Cover [Abstract] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2019 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2019 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 000-30087 |
Entity Registrant Name | Empower Clinics Inc. |
Entity Central Index Key | 0001109504 |
Entity Incorporation, State or Country Code | Z4 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 137,697,430 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current | ||
Cash | $ 179,153 | $ 157,668 |
Accounts receivable | 24,482 | 0 |
Prepaid expenses | 38,382 | 29,475 |
Inventory | 21,848 | 0 |
Total current assets | 263,865 | 187,143 |
Promissory note | 122,573 | 0 |
Property and equipment | 797,423 | 127,060 |
Intangible assets | 254,640 | 71,617 |
Assets held for sale | 0 | 127,972 |
Goodwill | 117,218 | 0 |
Total assets | 1,555,719 | 513,792 |
Current | ||
Accounts payable and accrued liabilities | 1,874,990 | 1,554,892 |
Share subscriptions | 0 | 61,167 |
Current portion of notes payable | 969,891 | 610,444 |
Due to related parties | 0 | 12,575 |
Convertible debentures payable | 427,320 | 274,466 |
Conversion feature | 2,795 | 22,565 |
Convertible notes payable | 192,717 | 0 |
Secured loan payable | 761,711 | 717,460 |
Current portion of lease liability | 219,800 | 0 |
Current portion of warrant liability | 0 | 4,474 |
Total current liabilities | 4,449,224 | 3,258,043 |
Lease liability | 515,096 | 0 |
Notes payable | 0 | 150,271 |
Warrant liability | 106,312 | 101,698 |
Total liabilities | 5,070,632 | 3,510,012 |
EQUITY | ||
Issued capital | 7,827,310 | 5,401,024 |
Shares to be issued | 22,050 | 0 |
Contributed surplus | 1,501,361 | 892,417 |
Warrant reserve | 146,685 | 80,280 |
Deficit | (13,012,319) | (9,369,941) |
Total shareholders' deficit | (3,514,913) | (2,996,220) |
Total liabilities and shareholders' deficit | $ 1,555,719 | $ 513,792 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | |||
Clinic services | $ 1,949,549 | $ 1,091,386 | $ 1,507,050 |
Product revenues | 82,032 | 0 | 0 |
Total revenues | 2,031,581 | 1,091,386 | 1,507,050 |
Direct clinic expenses | |||
Medical personnel costs | 693,150 | 268,905 | 456,645 |
Travel clinic costs | 100,224 | 148,142 | 182,189 |
Cost of goods sold | 32,902 | 0 | 0 |
Total direct clinic expenses | 826,276 | 417,047 | 638,834 |
Earnings from clinic operations | 1,205,305 | 674,339 | 868,216 |
Operating expenses | 2,933,619 | 2,517,681 | 2,037,008 |
Legal and professional fees | 1,015,743 | 1,450,141 | 1,131,041 |
Depreciation and amortization expense | 327,059 | 123,473 | 103,372 |
Share-based payments | 608,944 | 892,417 | 5,433 |
Loss from operations | (3,680,060) | (4,309,373) | (2,408,638) |
Other expenses (income) | |||
Listing fee | 0 | 1,308,808 | 0 |
Accretion expense | 114,515 | 241,521 | 667,373 |
Interest expense | 240,539 | 126,375 | 186,001 |
Share issuance costs | 129,965 | 0 | 0 |
Interest income | (4,977) | 0 | 0 |
Gain on debt settlement or accounts payable | (15,130) | 0 | (106,360) |
Gain on termination of leases | (76,617) | 0 | 0 |
Impairment loss on write off of property and equipment | 196,252 | 0 | 0 |
Gain on change in fair value of warrant liability | (2,065,781) | (1,598,425) | 0 |
Gain on change in fair value of conversion feature | (587,229) | (890,136) | 0 |
Impairment of intangible assets | 93,757 | 64,200 | 0 |
Impairment of goodwill | 2,377,397 | 0 | 0 |
Impairment of assets held for sale | 0 | 57,072 | 0 |
Restructuring expense, net | 88,808 | 110,424 | 0 |
Other expense (income), net | 130,104 | 60,706 | (45,731) |
Other expenses (income) | 621,603 | (519,455) | 701,283 |
Net loss and comprehensive loss for the year | $ (4,301,663) | $ (3,789,918) | $ (3,109,921) |
Loss per share | |||
Basic | $ (0.04) | $ (0.06) | $ (0.06) |
Diluted | $ (0.04) | $ (0.06) | $ (0.06) |
Weighted average number of shares outstanding | |||
Basic | 117,289,366 | 66,670,041 | 48,072,262 |
Diluted | 117,289,366 | 66,670,041 | 48,072,262 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net loss and comprehensive loss | $ (4,301,663) | $ (3,789,918) | $ (3,109,921) |
Items not involving cash: | |||
Depreciation and amortization expense | 327,059 | 123,474 | 103,372 |
Share-based payments | 608,944 | 892,417 | 5,433 |
Non-cash listing fee | 0 | 942,937 | 0 |
Accretion expense | 114,515 | 241,521 | 667,373 |
Interest expense | 240,539 | 125,904 | 168,467 |
Impairment loss on write off of property and equipment | 196,252 | 0 | 0 |
Gain on termination of leases | (76,617) | 0 | 0 |
(Gain) loss on change in fair value of warrant liability | (2,065,781) | (1,598,425) | 8,435 |
Gain on change in fair value of conversion feature | (587,229) | (890,136) | 0 |
Gain on debt settlement | (15,130) | 0 | (106,360) |
Shares issued for compensation | 304,721 | 477,180 | 65,722 |
Shares issued for restructuring | 0 | 216,873 | 0 |
Shares issued for services | 208,153 | 560,980 | 0 |
Warrants issued for services | 0 | 0 | 0 |
Impairment of intangible assets | 93,757 | 64,200 | 0 |
Impairment of goodwill | 2,377,397 | 0 | 0 |
Impairment of assets held for sale | 0 | 57,072 | 0 |
Total | (2,575,083) | (2,575,921) | (2,197,479) |
Changes in working capital: | |||
Accounts receivable | (24,116) | 847 | 1,155 |
Prepaid expenses | 10,846 | (5,463) | (20,512) |
Inventory | (21,848) | 0 | 0 |
Accounts payable and accrued liabilities | 337,013 | (255,173) | 629,076 |
Net cash used in operating activities | (2,273,188) | (2,835,710) | (1,587,760) |
Investing activities | |||
Acquisition of property and equipment | (3,828) | (100,227) | (31,598) |
Investment in Sun Valley, net | (787,318) | 0 | 0 |
Net cash used in investing activities | (791,146) | (100,227) | (31,598) |
Financing activities | |||
Proceeds from issue of shares | 1,876,938 | 2,092,295 | 116,522 |
Repayment to related parties | (12,575) | 0 | 0 |
Proceeds from issuance of notes payable | 321,935 | 0 | 0 |
Proceeds from exercise of warrants | 61,287 | 0 | 0 |
Proceeds from share subscriptions | 0 | 61,167 | 0 |
Proceeds from issuance of convertible debenture | 753,491 | 442,437 | 1,180,314 |
Proceeds from issuance of convertible notes payable | 188,893 | 495,449 | 399,985 |
Repayment of notes payable | 0 | 0 | (31,000) |
Cash acquired in acquisition | 94,090 | 0 | 0 |
Proceeds on sale of assets held for sale | 5,472 | 0 | 0 |
Repayment to related party | 0 | (3,595) | (58,765) |
Lease payments | (203,712) | 0 | 0 |
Cash acquired in the Transaction | 0 | 13,000 | 0 |
Bank indebtedness | 0 | (7,148) | 7,148 |
Net cash provided by financing activities | 3,085,819 | 3,093,604 | 1,614,204 |
Increase (decrease) in cash | 21,485 | 157,668 | (5,154) |
Cash, beginning of year | 157,668 | 0 | 5,154 |
Cash, end of year | $ 179,153 | $ 157,668 | $ 0 |
Shareholders Equity
Shareholders Equity - USD ($) | Issued Capital | Shares to be Issued | Warrant Reserves | Contributed Surplus | Equity Component of Convertible Debentures | Deficit | Total |
Beginning balance, shares at Dec. 31, 2016 | 16,100,000 | ||||||
Beginning balance, amount at Dec. 31, 2016 | $ 248,500 | $ 120,000 | $ 0 | $ 0 | $ 222,417 | $ (2,470,102) | $ (1,879,185) |
Shares issued for cash, shares | 32,237,225 | ||||||
Shares issued for cash, amount | $ 302,244 | (120,000) | 182,244 | ||||
Net loss and comprehensive loss for the year | (3,109,921) | (3,109,921) | |||||
Ending balance, shares at Dec. 31, 2017 | 48,337,225 | ||||||
Ending balance, amount at Dec. 31, 2017 | $ 550,744 | 0 | 0 | 0 | 222,417 | (5,580,023) | (4,806,862) |
Shares issued - Transaction consideration, shares | 2,544,075 | ||||||
Shares issued - Transaction consideration, amount | $ 614,415 | 614,415 | |||||
Shares issued for cash, shares | 8,756,376 | ||||||
Shares issued for cash, amount | $ 2,092,295 | 80,280 | 2,224,717 | ||||
Shares issued on conversion of convertible debentures, shares | 11,796,046 | ||||||
Shares issued on conversion of convertible debentures, amount | $ 1,010,363 | (222,417) | 790,286 | ||||
Shares issued on conversion of notes payable, shares | 785,949 | ||||||
Shares issued on conversion of notes payable, amount | $ 157,079 | 102,597 | |||||
Shares issued to former CEO, shares | 2,000,000 | ||||||
Shares issued to former CEO, amount | $ 477,180 | 477,180 | |||||
Shares issued for restructuring, shares | 1,204,851 | ||||||
Shares issued for restructuring, amount | $ 216,873 | 216,873 | |||||
Shares issued for services, shares | 2,423,076 | ||||||
Shares issued for services, amount | $ 282,075 | 282,075 | |||||
Share-based payments | 892,417 | 892,417 | |||||
Net loss and comprehensive loss for the year | (3,789,918) | (3,789,918) | |||||
Ending balance, shares at Dec. 31, 2018 | 77,847,598 | ||||||
Ending balance, amount at Dec. 31, 2018 | $ 5,401,024 | 0 | 80,280 | 892,417 | 0 | (9,369,941) | (2,996,220) |
Adjustment on application of IFRS 16 | (9,951) | (9,951) | |||||
Adjusted beginning balance, shares | 77,847,598 | ||||||
Adjusted beginning balance, amount | $ 5,401,024 | 0 | 80,280 | 892,417 | 0 | (9,379,892) | (3,006,171) |
Shares issued for Sun Valley acquisition, shares | 22,409,425 | ||||||
Shares issued for Sun Valley acquisition, amount | $ 2,143,566 | 2,143,566 | |||||
Shares issued for cash, shares | 24,452,500 | ||||||
Shares issued for cash, amount | $ 55,873 | 55,873 | |||||
Shares issued on conversion of notes payable, shares | 2,500,000 | ||||||
Shares issued on conversion of notes payable, amount | $ 7,254 | 7,254 | |||||
Shares issued for conversion of debentures, shares | 3,991,524 | ||||||
Shares issued for conversion of debentures, amount | $ 55,997 | 55,997 | |||||
Shares issued for compensation, shares | 7,400,000 | ||||||
Shares issued for compensation, amount | $ 304,721 | 304,721 | |||||
Shares issued for services, shares | 1,500,000 | ||||||
Shares issued for services, amount | $ 257,041 | 257,041 | |||||
Shares issued to settle accounts payable, shares | 1,686,861 | ||||||
Shares issued to settle accounts payable, amount | $ 208,153 | 208,153 | |||||
Shares cancelled, shares | (4,567,553) | ||||||
Shares cancelled, amount | $ (669,236) | 669,236 | 0 | ||||
Shares cancelled and to be reissued | (15,239) | 15,239 | 0 | ||||
Shares issued for exercise of warrants, shares | 431,075 | ||||||
Shares issued for exercise of warrants, amount | $ 61,287 | 61,287 | |||||
Shares issued to agents, shares | 136,000 | ||||||
Shares issued to agents, amount | $ 20,255 | 20,255 | |||||
Shares to be issued for note payable | 6,811 | 6,811 | |||||
Share issue costs | $ (3,386) | 66,405 | 63,019 | ||||
Share-based payments | 608,944 | 608,944 | |||||
Net loss and comprehensive loss for the year | (4,301,663) | (4,301,663) | |||||
Ending balance, shares at Dec. 31, 2019 | 137,697,430 | ||||||
Ending balance, amount at Dec. 31, 2019 | $ 7,827,310 | $ 22,050 | $ 146,685 | $ 1,501,361 | $ 0 | $ (13,012,319) | $ (3,514,913) |
NOTE 1_ NATURE OF OPERATIONS AN
NOTE 1: NATURE OF OPERATIONS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2019 | |
Note 1 Nature Of Operations And Going Concern | |
NATURE OF OPERATIONS AND GOING CONCERN | Empower Clinics Inc. (“Empower” or the “Company”) was incorporated under the laws of the Province of British Columbia on April 28, 2015. The Company is a leading owner and operator of medical cannabis clinics and developer of medical products in the US, focused on enabling individuals to improve and protect their health. This business is conducted through Empower’s wholly-owned Nevada, USA subsidiary, Empower Healthcare Corp. and on April 16, 2019, the Company incorporated a wholly-owned Delaware corporation, Empower Healthcare Assets Inc. (“EHA”). Through a series of transactions on April 30, 2019, EHA acquired all the outstanding membership interest of Sun Valley Certification Clinics Holdings, LLC and its subsidiaries Sun Valley Alternative Health Centers, LLC, Sun Valley Alternative Health Centers West, LLC, Sun Valley Alternative Health Centers NV, LLC, Sun Valley Alternative Health Centers Tucson, LLC, Sun Valley Alternative Health Centers Mesa, LLC, and Sun Valley Certification Clinics Franchising, LLC (collectively “Sun Valley”) (note 5). The registered office of the Company is located at Suite 918 - 1030 West Georgia Street, Vancouver, British Columbia, Canada, V6C 1G8. The Company’s U.S. headquarters are at 105 SE 18th Avenue, Portland, Oregon. Reverse takeover On April 23, 2018, the Company completed its previously disclosed reverse takeover transaction (“RTO”) of Adira Energy Ltd. (note 4). Following the RTO, on April 30, 2018 the Company listed on the Canadian Securities Exchange (the “CSE”) under ticker symbol “EPW” then subsequently changed its ticker symbol on April 10, 2019 to “CBDT”, on the OTC, part of the OTC Markets Group, under the ticker “EPWCF” and on the Frankfurt Stock Exchange under the ticker “8EC”. On closing of the RTO, the Company’s name was changed from Adira Energy Ltd to Empower Clinics Inc. Share consolidation On April 19, 2018, in anticipation of the completion of the RTO, Adira filed articles of amendment to complete an approved share consolidation of the Adira’s issued and outstanding common shares on the basis of 6.726254 pre-consolidated common shares for one post-consolidated common share. The share consolidation affects all issued and outstanding common shares, options and warrants. All information relating to basic and diluted earnings per share, issued and outstanding common shares (note 17), share options (note 17(b)) and warrants (note 17(c)), and per share amounts in these consolidated financial statements have been adjusted retrospectively to reflect the share consolidation. Going concern At December 31, 2019, the Company had a working capital deficiency of $4,185,359 (December 31, 2018 - $3,070,900), has not yet achieved profitable operations, and has accumulated deficit of $13,012,319 (December 31, 2018 - $9,369,941). The ability of the Company to ensure continuing operations is dependent on the Company’s ability to raise sufficient funds to finance development activities and expand sales. Further, the Arizona Marijuana Legalization Initiative may appear on the ballot in Arizona as an initiated state statute on November 3, 2020. The ballot initiative would legalize the possession and use of recreational marijuana for adults (age 21 years or older). The ballot initiative would allow people to grow no more than six marijuana plants for personal use in their residence, as long as the plants are within an enclosed area with a lock and beyond public view. The legalization in Arizona could have a material adverse affect on the Company’s operations within the state. Management of the Company cannot be certain as to the impact that legalization of recreational adult use would have on their clinic operations; however, it is expected that it reasonably possible that it would result in a decline in patient visits and thus patient revenue, as was experienced in Oregon. These circumstances represent a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern and ultimately the appropriateness of the use of accounting principles applicable to a going concern. These consolidated financial statements have been prepared using accounting principles applicable to a going concern and do not reflect adjustments, which could be material, to the carrying values of the assets and liabilities. See note 26 for events after the reporting period. |
NOTE 2_ BASIS OF PREPARATION
NOTE 2: BASIS OF PREPARATION | 12 Months Ended |
Dec. 31, 2019 | |
Note 2 Basis Of Preparation | |
BASIS OF PREPARATION | a) Statement of compliance These consolidated financial statements of Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Reporting Interpretation Committee (“IFRIC”) for all periods presented. These consolidated financial statements were approved by the Board of Directors and authorized for issue on July 23, 2020. b) Basis of presentation The consolidated financial statements have been prepared using the historical cost basis, except for certain financial assets and liabilities which are measured at fair value, as specified by IFRS for each type of asset, liability, income and expense as set out in the accounting policies below. c) Functional and presentation currency The consolidated financial statements are presented in United States (“US”) dollars, except as otherwise noted, which is the functional currency of the Company and each of the Company’s subsidiaries. References to C$ are to Canadian dollars. d) Basis of consolidation On April 16, 2018, the Company completed a reverse takeover transaction with Adira Energy Ltd. The transaction was structured as a series of transactions, including a Canadian three-cornered amalgamation transaction as explained further in note 4. As a result of these reorganizations described above, the accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Control exists where the parent entity has power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Subsidiaries are included in the consolidated financial statements from the date control commences until the date control ceases. All inter-company balances, transactions, revenues and expenses have been eliminated on consolidation. These consolidated financial statements incorporate the accounts of the Company and the following subsidiaries: Name of subsidiary Country of Incorporation Percentage Ownership Functional Currency Principal Activity S.M.A.A.R.T. Holdings Inc. USA 100 % USD Holding company Empower Healthcare Corp. Canada 100 % USD Holding company Empower Healthcare Corp. USA 100 % USD Clinic operations SMAART, Inc. USA 100 % USD Holding company The Hemp and Cannabis Co. (1) USA 100 % USD Holding company THCF Access Point (1) USA 100 % USD Holding company Empower Healthcare Assets Inc.(2) USA 100 % USD Holding company Sun Valley Heath Holdings, LLC (3) USA 100 % USD Holding company Sun Valley Health Franchising, LLC (3) USA 100 % USD Clinic operations Sun Valley Health, LLC (3) USA 100 % USD Clinic operations Sun Valley Health West, LLC (3) USA 100 % USD Clinic operations Sun Valley Health Tucson, LLC (3) USA 100 % USD Clinic operations Sun Valley Health Mesa, LLC (3) USA 100 % USD Clinic operations Sun Valley Alternative Health Centres NV, LLC (3) USA 100 % USD Clinic operations (1) These companies were inactive during the year ended December 31, 2019. (2) This Company was incorporated on April 27, 2019. (3) These Companies were acquired as part of the Sun Valley acquisition on April 30, 2019 (note 5) |
NOTE 3_ SIGNIFICANT ACCOUNTING
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of voluntary change in accounting policy [abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | a) New and amended IFRS standards that are effective for the year ended December 31, 2019 Leases Effective January 1, 2019, the Company adopted IFRS 16 - Leases Leases Determining Whether an Arrangement Contains a Lease The Company used the practical expedient not to reassess whether a contract is or contains a lease at January 1, 2019. Instead, the Company applied IFRS 16 only to contracts previously identified as leases under IAS 17 and IFRIC 4. The Company also used the following practical expedients to account for leases at January 1, 2019: ● Applied a single discount rate to a portfolio of leases with similar characteristics. ● Relied on the Company’s assessment of whether leases are onerous immediately before January 1, 2019. ● Applied recognition exemptions for operating leases when the underlying asset was of low value or the lease term ends within 12 months. The payments associated with these leases are recognized as an expense in operating expenses. ● Excluded initial direct costs when measuring the right-of-use asset at January 1, 2019. ● Used hindsight to determine the lease term when the contract contained options to extend or terminate the lease. These policies apply to contracts entered into or changed on or after January 1, 2019. A contract is a lease or contains a lease if it conveys the right to control the use of an asset for a time period in exchange for consideration. To identify a lease, the Company (1) considers whether an explicit or implicit asset is specified in the contract and (2) determines whether the Company obtains substantially all the economic benefits from the use of the underlying asset by assessing numerous factors, including but not limited to substitution rights and the right to determine how and for what purpose the asset is used. When assessing the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or to not exercise a termination option. This judgment is based on factors such as contract rates compared to market rates, economic reasons, significance of leasehold improvements, termination and relocation costs, installation of specialized assets, residual value guarantees, and any sublease term. The Company has elected not to recognize right-of-use assets and lease liabilities for low-value assets or short-term leases with a term of 12 months or less. These lease payments are recognized in operating expenses over the lease term. The lease liability is initially measured at the present value of the lease payments that are not paid. The Company elected to not separate non-lease components from lease components and to account for the non-lease and lease components as a single lease component. Lease payments generally include fixed payments less any lease incentives receivable. The lease liability is discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The Company estimates the incremental borrowing rate based on the lease term, collateral assumptions, and the economic environment in which the lease is denominated. The lease liability is subsequently measured at amortized cost using the effective interest method. The lease liability is remeasured when the expected lease payments change as a result of new assessments of contractual options and residual value guarantees. The right-of-use asset is recognized at the present value of the liability at the commencement date of the lease less any incentives received from the lessor. Added to the right-of-use asset are initial direct costs, payments made before the commencement date, and estimated restoration costs. The right-of-use asset is subsequently depreciated on a straight-line basis from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. For leases previously classified as operating leases, lease liabilities were measured at the present value of the remaining lease payments, discounted using the Company’s weighted-average incremental borrowing rate, calculated in accordance with IFRS 16, at January 1, 2019, of 6%. Associated right-of-use assets for certain property leases, elected on a lease-by-lease basis, were measured retrospectively as though IFRS 16 had been applied since the commencement date. The right-of-use asset was adjusted by the amount of any prepaid, accrued lease payments, or acquisition lease advantages or disadvantages relating to that lease and recognized in the statements of financial position as at December 31, 2018. The lease liabilities as at January 1, 2019 can be reconciled to the operating lease commitments as of December 31, 2018 as follows: Operating lease commitments as at December 31, 2018 $ 180,696 Weighted average incremental borrowing rate as at January 1, 2019 6 % Lease liability as at January 1, 2019 $ 138,444 As a result of the initial application of IFRS 16, in relation to the leases that were previously classified as operating leases, the Company recognized right-of-use assets with a cost of $324,972 and accumulated depreciation of $196,479 and lease liabilities of $138,444 as at January 1, 2019. The difference of $9,951 was recorded as a direct charge to deficit. b) Significant estimates and assumptions The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make estimates based on assumptions about future events that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively in the period in which the estimate is revised. Areas that require significant estimates and assumptions as the basis for determining the stated amounts include, but are not limited to, the following: i. Functional currency The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the respective entity operates; the Company has determined the functional currency of each entity to be the US dollar. Such determination involves certain judgements to identify the primary economic environment. The Company reconsiders the functional currency of its subsidiaries if there is a change in events and/or conditions which determine the primary economic environment. ii. Assessment of Cash Generating Units For impairment assessment and testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating unit (“CGU”). The Company applies judgement in assesses the smallest group of assets that comprise a single CGU. As each clinic has its own cash inflows, each clinic is considered a separate CGU. iii. Assessment of useful lives of property and equipment and intangible assets Management reviews its estimate of the useful life of property and equipment and intangible assets annually and accounts for any changes in estimates prospectively. The Company applied judgment in determining the useful lives of trademarks and patient records with less than an indefinite life. In addition, the Company applied judgment in determining the useful lives of the right of use assets and leasehold improvements for purposes of assessing the shorter of the useful life or lease term. iv. Assessment of indicators of impairment At the end of each reporting period, the Company assesses whether there are any indicators, from external and internal sources of information, that an asset or CGU may be impaired, thereby requiring adjustment to the carrying value. The Company identified the sustained decrease in market capitalization and change in Arizona licensing regulations as an indicator of impairment during the year ended December 31, 2019. As a result of these impairment indicators, the Company assessed the intangible assets and goodwill for impairment at the group of synergistic CGUs level and concluded that the recoverable value of the Sun Valley CGU as a whole (comprising of multiple locations) was less than its carrying value and an impairment loss was recognized on intangible assets and goodwill. v. Revenue recognition a. Determination of performance obligations The Company applied judgement to determine if a good or service that is promised to a customer is distinct based on whether the customer can benefit from the good or service on its own or together with other readily available resources and whether the good or service is separately identifiable. Based on these criteria, the Company determined the primary performance obligation relating to its sales contracts is the delivery of the medical services or sale of product, each representing a single performance obligation with consideration allocated accordingly. b. Transfer of control Judgement is required to determine when transfer of control occurs relating to the medical services to its customers. Management based its assessment on a number of indicators of control, which include, but are not limited to whether the Company has present right of payment, whether delivery of medical services has occurred and whether the physical possession of the goods, significant risks and rewards and legal title have been transferred to the customer. vi. Expected credit losses In calculating the expected credit loss on financial instruments, management is required to make a number of judgments including the probability of possible outcomes with regards to credit loss, the discount rate to use for time value of money and whether the financial instrument’s credit risk has increased significantly since initial recognition. vii. Current and deferred taxes The Company’s provision for income taxes is estimated based on the expected annual effective tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The current and deferred components of income taxes are estimated based on forecasted movements in temporary differences. Changes to the expected annual effective tax rate and differences between the actual and expected effective tax rate and between actual and forecasted movements in temporary differences will result in adjustments to the Company’s provision for income taxes in the period changes are made and/or differences are identified. In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. Forecasted cash flows from operations are based on patient visits, which are internally developed and reviewed by management. Weight is attached to tax planning opportunities that are within the Company’s control, and are feasible and implementable without significant obstacles. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on individual facts and circumstances of the relevant tax position evaluated in light of all available evidence. viii. Equity-settled share-based payments Share-based payments are measured at fair value. Options and warrants are measured using the Black-Scholes option pricing model based on estimated fair values of all share-based awards at the date of grant and are expensed to the consolidated statement of loss and comprehensive loss over each award’s vesting period. The Black-Scholes option pricing model utilizes subjective assumptions such as expected price volatility and expected life of the option. Changes in these input assumptions can significantly affect the fair value estimate. ix. Warrant liability and conversion feature Warrant liability and conversion feature are measured at fair value using the Black-Scholes option pricing model based on estimated fair values at the date of grant and revalued at period end to the consolidated statement of loss and comprehensive loss over the life of the instruments. The Black-Scholes option pricing model utilizes subjective assumptions such as expected price volatility and expected life of the option. Changes in these input assumptions can significantly affect the fair value estimate. x. Contingencies Due to the nature of the Company’s operations, various legal and tax matters can arise from time to time. In the event that management’s estimate of the future resolution of these matters’ changes, the Company will recognize the effects of the changes in its consolidated financial statements for the period in which such changes occur. xi. Leases as a result of adopting IFRS 16 Identifying whether a contract includes a lease IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset. The Company had to apply judgment on certain factors, including whether the supplier has substantive substitution rights, does the Company obtain substantially all of the economic benefits and who has the right to direct the use of that asset. Incremental borrowing rate When the Company recognizes a lease, the future lease payments are discounted using the Company’s incremental borrowing rate. This significant estimate impacts the carrying amount of the lease liabilities and the interest expense recorded on the consolidated statement of loss and comprehensive loss. Estimate of lease term When the Company recognizes a lease, it assesses the lease term based on the conditions of the lease and determines whether it will extend the lease at the end of the lease contract or exercise an early termination option. As it is not reasonably certain that the extension or early termination options will be exercised, the Company determined that the term of its leases are the lesser of original lease term or the life of the leased asset. This significant estimate could affect future results if the Company extends the lease or exercises an early termination option. xii. Business combinations Judgment is used in determining whether an acquisition is a business combination or an asset acquisition. In a business combination, all identifiable assets, liabilities and contingent liabilities acquired are recorded at their fair values. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities including assessing the fair value of any favourable or unfavorable lease terms. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. c) Foreign currency translation In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (“foreign currencies”) are translated at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates prevailing at that date. Exchange gains and losses are recognized on a net basis in on the consolidated statement of loss and comprehensive loss for the year. d) Cash Cash consists of cash at banks and on hand. e) Inventory Inventories are valued initially at cost and subsequently at the lower of cost and net realizable value. All direct and indirect costs related to inventory are capitalized as they are incurred. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Cost is determined using the weighted average cost basis. Products for resale and supplies and consumables are valued at the lower of cost and net realizable value. The Company reviews inventory for obsolete and slow-moving goods and any such inventory is written down to net realizable value. Inventory consists entirely of finished goods, there are no reserves taken against inventory and the amount of inventory expensed in cost of goods sold is $12,985. f) Property and equipment Equipment is measured at cost less accumulated depreciation and impairment losses. Cost includes the purchase price, any costs directly attributable to bringing equipment to the location and condition necessary for it to be capable of operating in the manner intended by management and the estimated site reclamation and closure costs associated with removing the asset, and, where applicable, borrowing costs. Upon sale or abandonment of any equipment, the cost and related accumulated depreciation and impairment losses are written off and any gains or losses thereon are recognized in profit or loss for the period. When the parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment. The cost of replacing or overhauling a component of an item of equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced component is derecognized. Maintenance and repairs of a routine nature are charged to profit or loss as incurred. g) Intangible assets Intangible assets are stated at cost less accumulated depreciation and impairment losses. Cost includes the purchase price, any costs directly attributable to bringing the intangible asset to the condition necessary for it to be capable of operating in the manner intended by management and, where applicable, borrowing costs. Upon sale or abandonment of any intangible asset, the cost and related accumulated depreciation and impairment losses are written off and any gains or losses thereon are recognized in profit or loss for the period. h) Depreciation and amortization Depreciation and amortization is provided using the straight-line basis over the following terms: Furniture and equipment 3 - 5 years Leasehold improvements 5 years Right of use 1 – 5 years Patient records 5 years Trademarks and domain names 5 years Management software 5 years Depreciation commences on the date the asset is available for use. An asset’s residual value, useful life and amortization method are reviewed at each financial year end and adjusted if appropriate. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment. Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount of the equipment and are recognized in consolidated statement of loss and comprehensive loss. i) Assets held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured as the lower of their carrying amount and fair value less costs to sell. j) Provisions A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Constructive obligations are obligations that derive from the Company’s actions where: ● by an established pattern of past practice, published policies or a sufficiently specific current statement, the Company has indicated to other parties that it will accept certain responsibilities; and, ● as a result, the Company has created a valid expectation on the part of those other parties that it will discharge those responsibilities. Provisions are reviewed at the end of each reporting period and adjusted to reflect management’s current best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed. Provisions are reduced by actual expenditures for which the provision was originally recognized. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The accretion of the discount is charged to the consolidated statement of loss and comprehensive loss. k) Convertible debentures The convertible debentures were determined to be compound instruments, comprising a financial liability (debt obligation) and derivative liability component (conversion option). As the debentures are convertible into units, each comprising a common share and a warrant, the debt and conversion feature are presented separately. The conversion option is classified as a derivative liability under the principles of IFRS 9 - Financial Instruments Financial Instruments: Presentation The conversion option is recognized at fair value using the Black-Scholes option pricing model and the listed trading price at the date of issue. The conversion option is initially recorded as a liability at fair value with any subsequent changes in fair value recognized in the consolidated statement of loss and comprehensive loss. Using the residual method, the carrying amount of the financial liability component is the difference between the principal amount and the initial carrying value of the conversion option. The debentures, net of the derivative lability component is accreted using the effective interest rate method over the term of the debentures, such that the carrying amount of the financial liability will equal the principal balance at maturity. Upon exercise of the convertible debentures, the conversion option is revalued at the date of exercise and the total fair value of the conversion option and the carrying value of debt is allocated between the warranty liability and equity. l) Share-based payments Certain employees and directors of the Company receive a portion of their remuneration in the form of share options. The fair value of the share options, determined at the date of the grant, is charged to the consolidated statement of loss and comprehensive loss, with an offsetting credit to reserves, over the vesting period. If and when the share options are exercised, the applicable original amounts of reserves are transferred to issued capital. The fair value of a share-based payment is determined at the date of the grant. The estimated fair value of share options is measured using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the expected term of the option and share price volatility. The expected term of options granted is determined based on historical data on the average hold period before exercise, expiry or cancellation. Expected volatility is estimated with reference to the historical volatility of the share price of the Company. These estimates involve inherent uncertainties and the application of management’s judgement. The costs of share-based payments are recognized over the vesting period of the option. The total amount recognized as an expense is adjusted to reflect the number of options expected to vest at each reporting date. At each reporting date prior to vesting, the cumulative compensation expense representing the extent to which the vesting period has passed and management’s best estimate of the share options that are ultimately expected to vest is computed. The movement in cumulative expense is recognized on the consolidated statement of loss and comprehensive loss with a corresponding entry to reserves. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued if it is determined that the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. No expense is recognized for share options that do not ultimately vest. Charges for share options that are forfeited before vesting are reversed from reserves and credited to the consolidated statement of loss and comprehensive loss. For those share options that expire unexercised after vesting, the recorded value remains in reserves. m) Share purchase warrants Share purchase warrants are classified as a derivative liability under the principles of IFRS 9 - Financial Instruments Financial Instruments: Presentation These types of share purchase warrants are recognized at fair value using the Black-Scholes option pricing model or the listed trading price at the date of issue. Share purchase warrants are initially recorded as a liability at fair value with any subsequent changes in fair value recognized on the consolidated statement of loss and comprehensive loss. Upon exercise of the share purchase warrants with exercise prices in a currency other than the Company’s functional currency, the share purchase warrants are revalued at the date of exercise and the total fair value of the exercised share purchase warrants is reallocated to equity. The proceeds generated from the payment of the exercise price are also allocated to equity. n) Issued capital Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity. Share issue costs incurred in advance of share subscriptions are recorded as non-current deferred assets. Share issue costs related to uncompleted share subscriptions are expensed in the period they are incurred. The Company records proceeds from share issuances net of issue costs and any tax effects. Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the Company’s shares on the Canadian Securities Exchange on the date of the agreement to issue the shares or the date of share issuance, whichever is more appropriate. The proceeds from the issue of units is allocated between common shares and common share purchase warrants as follows: the fair value of the common share purchase warrants is determined using the Black-Scholes pricing model and the residual, if any is allocated to issued capital. o) Shares held in escrow The Company has issued common shares held in escrow as a part of a compensation arrangement. The fair value of the escrowed shares is recognized as salaries and benefits expense with a corresponding credit to reserves as the common shares vest. Upon release from escrow, the amounts previously recognized in reserves are recorded as an increase to share capital. The Company has issued common shares held in escrow as a part of the Sun Valley acquisition. The fair value of the escrowed shares is recognized as consideration. p) Financial assets Classification of financial assets Amortized cost: Financial assets that meet the following conditions are measured subsequently at amortized cost: ● The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and ● The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. Interest income is recognized using the effective interest method. The Company has classified cash at FVTPL and promissory note at amortized cost. Fair value through other comprehensive income ("FVTOCI"): Financial assets that meet the following conditions are measured at FVTOCI: ● The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and, ● The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Company does not currently hold any financial instruments designated as FVTOCI. Equity instruments designated as FVTOCI: On initial recognition, the Company may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments that would otherwise be measured at fair value through profit or loss to present subsequent changes in fair value in other comprehensive income. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination. Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other OCI. The cumulative gain or loss is not reclassified to the consolidated statement of loss and comprehensive loss on disposal of the equity instrument, instead, it is transferred to deficit. The Company does not currently hold any equity instruments designated as FVTOCI. Financial assets measured subsequently at fair value through profit or loss: By default, all other financial assets are measured subsequently at FVTPL. The Company, at initial recognition, may also irrevocably designate a financial asset as measured at FVTPL if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. Financial assets measured at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized on the consolidated statement of loss and comprehensive loss to the extent they are not part of a designated hedging relationship. q) Financial liabilities and equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized on the consolidated statement of loss and comprehensive loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Classification of financial l |
NOTE 4_ THE TRANSACTION
NOTE 4: THE TRANSACTION | 12 Months Ended |
Dec. 31, 2019 | |
Note 5 Transaction | |
THE TRANSACTION | On April 23, 2018, S.M.A.A.R.T Holdings Inc (“SMAART”) completed the merger with Adira Energy Ltd. (“Adira”), pursuant to which SMAART amalgamated with 1149770 B.C. Ltd., a wholly-owned subsidiary of Adira, resulting in the indirect acquisition by SMAART of all of the issued and outstanding securities of Adira (the “Transaction”). This resulted in a reverse takeover of Adira by the shareholders of SMAART. In connection with the Transaction completed on April 16, 2018, the Company changed its name from “Adira Energy Ltd.” to “Empower Clinics Inc.” and consolidated its existing common shares on the basis of one common share for each 6.726254 existing common shares of the Company. At the time of the Transaction, Adira did not constitute a business as defined under IFRS 3; therefore, the Transaction was accounted for under IFRS 2, where the difference between the consideration given to acquire Adira and the net asset value of Adira was recorded as a listing fee expense to net loss. As Empower Healthcare Corporation was deemed to be the acquirer for accounting purposes, these consolidated financial statements present the historical financial information of Adira up to the date of the Transaction. Consideration - shares $ 614,415 Legal and professional fees relating to the Transaction 365,871 Net liabilities acquired 328,522 Listing fee $ 1,308,808 Fair value of the net assets (liabilities) of Adira Cash $ 13,000 Accounts payable and accrued liabilities (341,522 ) $ (328,522 ) The fair value of 2,544,075 issued common shares of the Company was estimated using $0.24 (C$0.31) per share. |
NOTE 5_ ACQUISITION OF SUN VALL
NOTE 5: ACQUISITION OF SUN VALLEY | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of detailed information about business combination [abstract] | |
ACQUISITION OF SUN VALLEY | On April 30, 2019, the Company obtained control of Sun Valley for consideration with a fair value of $3,054,593 comprised of cash of $787,318, 22,409,425 common shares of the Company, and a promissory note of $125,000 bearing interest at a rate of 4% per annum and due July 31, 2019. The promissory note was fair valued at $123,709 using a discount rate of 6%. In addition, the Company paid a consultant finders fee equal to 5% of the aggregate purchase price which amounted to $188,750 (C$258,019). The finders fee is recorded within legal and professional fees on the consolidation statements of loss and comprehensive loss. The transaction has been accounted for by the Company as a business combination under IFRS 3 - Business Combinations. Initial cash payment of $637,318 was made on the Closing Date with remaining $150,000 held back as security for working capital adjustments recorded by Sun Valley. Accounts payable and accrued liabilities include the $150,000 holdback, of which $75,000 is expected to be released on the six-month anniversary of the Closing Date with the remaining $75,000 to be released on the one-year anniversary of the Closing Date. On January 23, 2020, the Company issued 2,000,000 common shares as settlement of the holdback in the amount of $100,000 (note 26(b)(i)). Common shares of the Company were issued on the Closing Date with 7,703,543 common shares valued at the closing price on April 30, 2019 of $0.13 (C$0.175) for fair value of $1,001,458 and 14,705,882 common shares being held in escrow (“Escrow Shares”) with a fair value of $1,142,108. Fair value of the Escrow Shares was determined by discounting the fair value of the Escrow Shares using the closing share price on April 30, 2019 of $0.13 (C$0.175), volatility of 150% and escrow period of 3 to 36 months. The Escrow Shares will vest in quarterly instalments over 36 months from the Closing Date. The following table summarizes the final purchase price allocation: Assets Acquired Cash and cash equivalents $ 94,090 Accounts receivable 366 Security deposits 19,753 Property and equipment 124,811 Right-of-use assets 431,544 Patient list 171,243 Brands 184,996 1,026,803 Liabilities Assumed Accounts payable and accrued liabilities 35,281 Lease liabilities 431,544 Net assets at fair value, as at April 30, 2019 559,978 Consideration Fair value of 7,703,543 common shares issued 1,001,458 Fair value of 14,705,882 Escrow Shares issued 1,142,108 Cash 787,318 Promissory note 123,709 Total Consideration 3,054,593 Goodwill $ 2,494,615 During the year ended December 31, 2019, the business combination resulted in revenues of $1,526,383 and net loss and comprehensive loss of $503,235. Had the business combination been affected at January 1, 2019, revenue of the Company would have been $999,968 higher and the net loss and comprehensive loss of the Company would have decreased by $153,633 for the year ended December 31, 2019. |
NOTE 6_ PROMISSORY NOTE
NOTE 6: PROMISSORY NOTE | 12 Months Ended |
Dec. 31, 2019 | |
Trade and other receivables [abstract] | |
PROMISSORY NOTE | On January 11, 2019, pursuant to the completion of the sale of assets held for sale, the Company acquired a promissory note in the amount of $122,500. Interest revenue for the year ended December 31, 2019 was $4,977 (year ended December 31, 2018 - $nil) of which $4,904 was collected during the year ended December 31, 2019 (year ended December 31, 2018 - $nil). The promissory note accrues interest at a rate of 6% per annum and is due in full on February 1, 2021. The maximum credit exposure related to the promissory note is $122,500. The land is being developed by the purchaser into a duplex which will be sold upon completion. The promissory note is secured by the land and building sold. Despite the negative impacts of COVID-19 on the global economy, the Oregon Real Estate Board sales figures show a four percent annual median sale price increase in April 2020 as compared to April 2019. Company has not provided for credit losses with respect to the promissory note as full recovery is anticipated and in the event of default, the value of the collateral has increased since the time of sale and therefore is anticipated to be sufficient to recover the principal and interest balances. |
NOTE 7_ PROPERTY AND EQUIPMENT
NOTE 7: PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
PROPERTY AND EQUIPMENT | A continuity of property and equipment for the years ended December 31, 2019, 2018 and 2017 is as follows: Right of use Empower clinics Right of use Sun Valley clinics Right of use CBD extraction facility Furniture and equipment Leasehold improvements Total Cost Balance, December 31, 2016 $ $ $ $ 15,000 $ $ 15,000 Expenditures 11,598 20,000 31,598 Balance, December 31, 2017 26,598 20,000 46,598 Expenditures 1,762 98,465 100,227 Balance, December 31, 2018 28,360 118,465 146,825 Adoption of IFRS 16 324,972 324,972 Acquisition of Sun Valley 431,544 32,952 91,859 556,355 Additions during the year 23,006 402,533 3,828 429,367 Impairment (79,125 ) (2,610 ) (114,517 ) (196,252 ) Write off (245,847 ) (25,750 ) (3,949 ) (275,546 ) Balance, December 31, 2019 $ 23,006 $ 431,544 $ 402,533 $ 36,780 $ 91,858 $ 985,721 Accumulated amortization Balance, December 31, 2016 $ $ $ $ (6,602 ) $ $ (6,602 ) Amortization (3,868 ) (3,868 ) Balance, December 31, 2017 (10,470 ) (10,470 ) Amortization (9,295 ) (9,295 ) Balance, December 31, 2018 (19,765 ) (19,765 ) Adoption of IFRS 16 (196,479 ) (196,479 ) Amortization (57,991 ) (107,265 ) (31,307 ) (13,164 ) (37,873 ) (247,600 ) Write off 245,847 25,750 3,949 275,546 Balance, December 31, 2019 $ (8,623 ) $ (107,265 ) $ (31,307 ) $ (7,179 ) $ (33,924 ) $ (188,298 ) Carrying amount Balance, December 31, 2017 $ $ $ $ 16,128 $ 20,000 $ 36,128 Balance, December 31, 2018 8,595 118,465 127,060 Balance, December 31, 2019 $ 14,383 $ 324,279 $ 371,226 $ 29,601 $ 57,934 $ 797,423 On May 9, 2019, the Company terminated the lease for the Chicago clinic. As a result of the lease termination, the Company derecognized the right-of-use asset with a cost of $255,859 and accumulated amortization of $184,787 and recorded an impairment loss $71,072 representing the undepreciated portion of the right-of-use asset above the lease liability which is included as impairment loss on write off of property and equipment on the consolidated statements of loss and comprehensive loss The Company also derecognized the associated lease liability of $76,626 and recorded a gain of $5,549 representing the excess of the right-of-use asset above the lease liability which is included as impairment loss on write off of property and equipment on the consolidated statements of loss and comprehensive loss. In addition, the Company recognized an impairment loss of $114,516 representing the carrying value of leasehold improvements written-off for the Chicago clinic on termination of the lease. This is included as impairment loss on write off of property and equipment on the consolidated statements of loss and comprehensive loss The Company defaulted on the Spokane lease and as a result, lost access to the facility. As a result of this default, the Company derecognized the right-of-use asset with a cost of $69,113 and accumulated amortization of $61,060 and recorded a loss of $8,053 representing the carrying value of the right-of-use asset which is included as impairment loss on write off of property and equipment on the consolidated statements of loss and comprehensive loss. The lease liability of $9,700 has not been derecognized as the Company negotiates a settlement with the landlord of the facility. In addition, recognized a loss on disposal of $2,610 representing the carrying value of the furniture and equipment. Below are the details of leases terminated during the year and related assets written off and impairment losses recognized on undepreciated amounts: As at December 31, 2019 Chicago lease Spokane lease Total Cost $ 255,859 $ 69,113 $ 324,972 Less: Accumulated depreciation (184,787 ) (61,060 ) (245,847 ) Impairment $ 71,072 $ 8,053 $ 79,125 |
NOTE 8_ INTANGIBLE ASSETS
NOTE 8: INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of detailed information about intangible assets [abstract] | |
INTANGIBLE ASSETS | A continuity of intangible assets the years ended December 31, 2019, 2018 and 2017 is as follows: Patient records Brands, trademarks and domain names Management software Total Cost Balance, December 31, 2016 and 2017 $ 292,093 $ 141,000 $ 73,000 $ 506,093 Impairment (42,300 ) (21,900 ) (64,200 ) Balance, December 31, 2018 292,093 98,700 51,100 441,893 Additions during the year 171,243 184,996 356,239 Impairment (73,756 ) (20,001 ) (93,757 ) Balance, December 31, 2019 $ 389,580 $ 263,695 $ 51,100 $ 704,375 Accumulated amortization Balance, December 31, 2016 $ (92,393 ) $ (42,300 ) $ (21,900 ) $ (156,593 ) Amortization (56,704 ) (28,200 ) (14,600 ) (99,504 ) Balance, December 31, 2017 (149,097 ) (70,500 ) (36,500 ) (256,097 ) Amortization (71,379 ) (28,200 ) (14,600 ) (114,179 ) Balance, December 31, 2018 (220,476 ) (98,700 ) (51,100 ) (370,276 ) Amortization (79,459 ) (79,459 ) Balance, December 31, 2019 $ (299,935 ) $ (98,700 ) $ (51,100 ) $ (449,735 ) Carrying amount Balance, December 31, 2017 $ 142,996 $ 70,500 $ 36,500 $ 249,996 Balance, December 31, 2018 $ 71,617 $ $ $ 71,617 Balance, December 31, 2019 $ 89,645 $ 164,995 $ $ 254,640 During the year ended December 31, 2019, the Company recognized an impairment loss of $93,757 in relation to patient records and brand. During the year ended December 31, 2018, the Company recognised an impairment loss of $64,200 in relation to trademarks, domain names and management software. A continuity of goodwill for the years ended December 31, 2019, 2018 and 2017 is as follows: Total Balance, December 31, 2016, 2017 and 2018 $ - Additions during the year 2,494,615 Impairment (2,377,397 ) Balance, December 31, 2019 $ 117,218 At December 31, 2019, the estimated recoverable amount of the Sun Valley CGU was lower than the segment’s carrying value. The Company recognized a goodwill impairment loss totalling $2,377,397 and an intangible asset impairment loss totalling $93,757 related to patient records and brands. The impairment loss on the Sun Valley CGU goodwill and intangible assets related to a change in expected future cash flows as a result of changes in the Arizona licensing regulations on June 7, 2019 which now requires certification on a two-year period whereas it was on a one-year basis prior to the change in regulation. The change in licensing regulations is expected to result in increased attrition and lower patient totals in Arizona as compared to that considered at the acquisition date which resulted in an impairment test being conducted on June 7, 2019. Further, management also considered the impact of potential legalization of recreational cannabis as an indicator of impairment. The impairment was determined based on value in use calculation which uses cash flow projection covering a five-year period and a discount rate of 22% per annum. The cash flow beyond five-year period has been extrapolated using terminal growth rate of 1.5% per annum. Key assumptions used in the cash flow projection both as of acquisition date and as at June 7, 2019, the impairment trigger date, related to attrition of 59%. The new patient attraction rate was estimated to be 68% as of acquisition date and 24% post legalization |
NOTE 9_ ASSETS HELD FOR SALE
NOTE 9: ASSETS HELD FOR SALE | 12 Months Ended |
Dec. 31, 2019 | |
Note 8 Assets Held For Sale | |
ASSETS HELD FOR SALE | During the year ended December 31, 2018, the Company had listed the facility and land in Portland, Oregon for sale. Prior to their classification as assets held for sale, the land and facility in Portland were reported under property and equipment (note 7). The assets held for sale are included at the lower of their carrying value and their fair market value. The fair market value was based on a sales agreement dated January 17, 2019 whereby the Company will receive net proceeds of $127,972 after selling costs. During the year ended December 31, 2018, the Company recorded an impairment loss of $57,072 to reduce the asset’s carrying value to its fair market value. During the year ended December 31, 2019, the sales agreement dated January 17, 2019 was executed and the facility and land were sold. There was no gain or loss recorded on the sale as the Company received proceeds of $127,972 in the form of a promissory note for $122,500 (note 6) and cash of $5,472. Facility Portland Land Portland Total Cost Balance, December 31, 2016 $ 70,297 $ 119,703 $ 190,000 Expenditures Balance, December 31, 2017 70,297 119,703 190,000 Impairment loss (20,151 ) (36,921 ) (57,072 ) Balance, December 31, 2018 50,146 82,782 132,928 Disposal (50,146 ) (82,782 ) (132,928 ) Balance, December 31, 2019 $ $ $ Accumulated amortization Balance, December 31, 2016, 2017 and 2018 $ (4,956 ) $ $ (4,956 ) Disposal 4,956 4,956 Balance, December 31, 2019 $ $ $ Carrying amount Balance, December 31, 2017 $ 65,341 $ 119,703 $ 185,044 Balance, December 31, 2018 45,190 82,782 127,972 Balance, December 31, 2019 $ $ $ |
NOTE 10_ ACCOUNTS PAYABLE AND A
NOTE 10: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
Note 9 Accounts Payable And Accrued Liabilities | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | As at December 31, 2019 2018 Trade payables and accrued liabilities $ 1,367,253 $ 1,274,885 Payroll liabilities 507,737 280,007 $ 1,874,990 $ 1,554,892 On July 30, 2019, the Company issued 1,686,861 common shares as settled for accounts payable in the amount of $223,283 (C$294,019). The Company recorded a gain on debt settlement of $15,130 representing the excess of the carrying value of the accounts payable above the fair value of common shares issued (note 17(a)(xv) and note 17(a)(xvi)). |
NOTE 11_ NOTES PAYABLE
NOTE 11: NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
Note 11 Notes Payable | |
NOTES PAYABLE | As at December 31, 2019 2018 2017 Balance, beginning of period $ 760,715 $ 404,370 $ 87,016 Converted to convertible debentures (a) (62,131 ) Repayment (b) (31,000 ) Issue of notes payable (c)(d)(e)(f)(g)(h)(i)(j) 321,935 495,449 399,985 Converted to shares (c)(d) (186,942 ) (167,000 ) Realized foreign exchange gain (2,267 ) Unrealized foreign exchange gain (10,916 ) Accretion expense 12,337 Interest expense 75,029 27,896 10,500 Balance, end of period 969,891 760,715 404,370 Less: non-current portion of notes payable (g) (150,271 ) Current portion of notes payable $ 969,891 $ 610,444 $ 404,370 a) During the year ended December 31, 2015, the Company issued three separate notes payable of $16,938 (C$20,000), $20,000 (C$23,615) and $21,173 (C$25,000) bearing interest at 6% per annum and repayable on demand. These notes payable were converted to convertible debentures during the period ended December 31, 2017 (note 14(e)). b) On November 6, 2015, the Company issued a $25,000 promissory note payable maturing 120 days from the date of issuance. Upon maturity, the promissory note payable will be repayable on demand and will bear interest at 1.5% compounding monthly. This promissory note payable and interest was repaid during the period ended December 31, 2017. c) On September 15, 2017, the Company issued promissory notes payable that could be drawn down for up to $150,000 and $75,000 maturing on December 31, 2017. During the period ended December 31, 2017, $232,985 and $117,000 had been drawn respectively. Upon maturity, the promissory note payable will be repayable on demand and will bear interest at 6% per annum. On October 23, 2018, the Company converted $117,000 of the debt plus $7,389 of interest into 517,132 units. Each unit is comprised of one common share and one common share purchase warrant (note 17(a)(xxviii)). d) On December 29, 2017, the Company issued a $50,000 promissory note payable maturing on the date a go public transaction is completed. The unpaid principal of this promissory note payable shall not accrue interest, but rather shall convert into common shares of the Company at the maximum permissible discount allowed pursuant to the rules of the Canadian Securities Exchange. On April 23, 2018, as part of the Transaction, the debt of $50,000 was converted into 268,817 units of the Company consisting of one common share and one share purchase warrant (note 17(a)). e) On February 5, 2018 and March 12, 2018, the Company issued promissory notes payable in the amounts of $55,000 and $150,000, respectively. Upon December 31, 2020, the promissory notes payable will be repayable on demand and will bear interest at 6% per annum. f) On August 10, 2018 the Company issued a promissory note payable in the amount of $140,000. This promissory note payable will be repayable on demand and will bear interest at 7% per annum. g) On December 31, 2018 the Company issued a promissory note payable in the amount of $150,449 (C$205,000). This promissory note payable is due December 31, 2020 and will bear interest at 6% per annum. On April 1, 2019, the Company converted the promissory note plus $1,984 (C$2,652) of interest into 2,050,000 units of the Company consisting of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire one common share at an exercise price equal to $0.14 (C$0.19) (note 17(a)). i) On January 21, 2019 the Company issued a promissory note payable in the amount of $33,842 (C$45,000). This promissory note payable is due December 31, 2020 and bears interest at 6% per annum. On April 1, 2019, the Company converted the promissory note plus $667 (C$892) of interest into 450,000 units of the Company consisting of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire one common share at an exercise price equal to $0.14 (C$0.19) (note 17(a)). j) On April 30, 2019, the Company issued a promissory note payable in the amount of $125,000. The promissory note is due July 31, 2019 and bears interest at a rate of 4% per annum (note 5). The Company was in default and extended the maturity date to August 31, 2020. The default resulted in a penalty of $15,000 if the loan was not repaid in full by July 31, 2019 and an additional $15,000 in the loan was not paid in full by August 31, 2019. As at December 31, 2019, the Company remained in default on the note. k) On October 1, 2019, the Company issued a promissory note payable in the amount of $188,765 (C$250,000). This promissory note payable is due April 1, 2020 and bears interest at 10% per annum. Pursuant to the issuance of the note payable the Company incurred transaction costs including an administrative charge of $18,876 (C$25,000) and an obligation to issue 150,000 common shares of the Company with a fair value of $6,811 which has been recorded as shares to be issued on the consolidated statements of changes in equity.. The note payable has been recognized at amortized cost of $163,093 (C$216,000). During the year ended December 31, 2019, the Company recorded interest expense of $4,722 and accretion expense of $12,337 with respect to the promissory note payable. On May 20, 2020, the Company issued a total of 844,444 common shares of which 694,444 were to settle the administrative charge of $18,876 (C$25,000) and the remaining 150,000 common shares were to settle the obligation to issues shares. of the Company (note 26(b)(viii)). As of the date of these financial statements, the note has not been repaid and the Company is in default. |
NOTE 12_ CONVERTIBLE NOTES PAYA
NOTE 12: CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
Note 12 Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | As at December 31, 2019 2018 2017 Balance, beginning of period $- $- $- Issue of notes payable 188,893 Unrealized foreign exchange loss 3,596 Interest expense 228 Balance, end of period 192,717 Less: non-current portion of notes payable Current portion of notes payable $ 192,717 $ $ On December 9, 2019, the Company issued a convertible promissory note payable in the amount of $188,893 (C$250,000). The convertible promissory note payable is due December 9, 2021 and bears interest at 2% per annum. The convertible promissory note is convertible at a share price equal to the closing share price on the date prior to conversion for total shares equal to the face value of the note divided by the closing share price. As the settlement is fixed at the face value of the obligation the Company has determined that the conversion option has $nil value. |
NOTE 13_ SECURED LOAN PAYABLE
NOTE 13: SECURED LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
Note 13 Secured Loan Payable | |
SECURED LOAN PAYABLE | On June 12, 2015, the Company, through its wholly owned subsidiary EHC, acquired all of the assets of Presto in consideration for the assumption by the Company of Presto’s liability to Bayview Equities Ltd (the “Secured Party”) in the amount of $550,000 plus accrued interest of $35,893. The liability is secured by a grant to the Secured Party of a security interest in all the assets of EHC. The liability bears interest at 6% per annum and is due upon demand. As at December 31, 2019 2018 2017 Balance, beginning of period $ 717,460 $ 676,849 $ 638,537 Interest 44,251 40,611 38,312 Balance, end of period $ 761,711 $ 717,460 $ 676,849 |
NOTE 14_ CONVERTIBLE DEBENTURES
NOTE 14: CONVERTIBLE DEBENTURES | 12 Months Ended |
Dec. 31, 2019 | |
Note 14 Convertible Debentures | |
CONVERTIBLE DEBENTURES | Convertible debentures consist of the following: As at December 31, 2019 2018 2017 Balance, beginning of period $ 274,466 $ 1,835,225 $ 468,329 Proceeds from Issuance of convertible debentures (a)(b)(c)(d)(e)(f)(g)(h)(i) 753,491 442,437 1,621,791 Amount allocated to conversion option (a)(b)(c)(d)(e)(f)(g)(h) (i) (753,491 ) (172,386 ) (1,047,347 ) Amount converted to units (a)(b)(c)(d)(e)(f)(g)(h) (2,129,728 ) Unrealized foreign exchange loss 5,564 Interest expense 45,112 57,397 125,079 Accretion expense 102,178 241,521 667,373 $ 427,320 $ 274,466 $ 1,835,225 Conversion feature consists of the following: For the year ended December 31, 2019 2018 2017 Balance, beginning of period $ 22,565 $ 1,015,997 $ Amount allocated to conversion option (a)(b)(c)(d)(e)(f)(g)(h) (i) 753,491 172,386 1,015,997 Amount converted to units (a)(b)(c)(d)(e)(f)(g)(h) (189,735 ) (298,247 ) Gain on change in fair value of conversion feature (583,526 ) (890,136 ) $ 2,795 $ 22,565 $ 1,015,997 Fair value of the conversion feature is based on the following assumptions for the Black-Scholes option pricing on the respective grant dates: Grant Date Expected Life (years) Unit Price Expected Volatility Risk-Free Rate Grant Date Fair Value March 1, 2017 1 $ 0.0056 $ (C0.0075 ) 100.0 % 0.76 % $ 662,061 June 26, 2017 1 $ 0.0056 $ (C0.0075 ) 100.0 % 0.76 % $ 82,332 July 31, 2017 1 $ 0.0056 $ (C0.0075 ) 100.0 % 0.76 % $ 72,831 July 31, 2017 1 $ 0.0056 $ (C0.0075 ) 100.0 % 0.76 % $ 169,959 July 31, 2017 1 $ 0.0056 $ (C0.0075 ) 100.0 % 0.76 % $ 34,832 August 22, 2017 1 $ 0.0056 $ (C0.0075 ) 100.0 % 0.76 % $ 25,332 September 27, 2018 1 $ 0.14 $ (C0.18 ) 100.0 % 1.85 % $ 172,386 April 2, 2019 1 $ 0.20 $ (C0.27 ) 100.0 % 1.57 % $ 599,460 May 3, 2019 1 $ 0.24 $ (C0.32 ) 100.0 % 1.67 % $ 154,031 Fair value of the conversion feature is based on the following assumptions for the Black-Scholes option pricing on the respective revaluation dates: Grant Date Expected Life (years) Unit Price Expected Volatility Risk-Free Rate Grant Date Fair Value December 31, 2018 0.74 $ 0.07 $ (C0.095 ) 100.0 % 1.85 % $ 22,565 December 31, 2019 0.25 -0.34 $ 0.03 $ (C0.04 ) 100.0 % 1.71 % $ 2,795 Expected dividend yield is 0% for all measurement dates. i. On March 1, 2017, the Company raised $1,010,314 through the issue of convertible debentures net of finder fees, expiring on March 1, 2018. The holder may at any time during the term of the convertible debenture convert all or part into units of the Company consisting of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price equal to C$0.39 ($0.30). The fair value of the conversion feature at the grant date was estimated at $662,061 using the Black-Scholes option pricing model. The convertible debenture was converted into 5,548,819 units of the Company on April 23, 2018 as part of the Transaction. Each unit is comprised of one common share and one common share purchase warrant. The fair value assigned to the conversion feature was at $298,247 and the fair value assigned to the debt component was $1,010,314 on the conversion date (note 17(a)(xxiii)). ii. On June 26, 2017, the Company raised $130,000 through the issue of convertible debentures, expiring on June 26, 2018. The holder may at any time during the term of the convertible debenture convert all or part into units of the Company consisting of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price equal to C$0.39 ($0.30). The fair value of the conversion feature at the grant date was estimated at $82,332 using the Black-Scholes option pricing model. The convertible debenture was converted into 698,925 common shares of the Company on April 23, 2018 as part of the Transaction. Each unit is comprised of one common share and one common share purchase warrant. The fair value assigned to the conversion feature was at $nil and the fair value assigned to the debt component was $130,000 on the conversion date (note 17(a)(xxiii)). iii. On July 31, 2017, the Company raised $115,000 through the issue of convertible debentures, expiring on July 31, 2018. The holder may at any time during the term of the convertible debenture convert all or part into units of the Company consisting of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price equal to C$0.39 ($0.30). The fair value of the conversion feature at the grant date was estimated at $72,831 using the Black-Scholes option pricing model. The convertible debenture was converted into 618,280 common shares of the Company on April 23, 2018 as part of the Transaction. Each unit is comprised of one common share and one common share purchase warrant. The fair value assigned to the conversion feature was at $nil and the fair value assigned to the debt component was $115,000 on the conversion date (note 17(a)(xxiii)). iv. On July 31, 2017, the Company converted accounts payable in the aggregate amount of $268,366 into convertible debentures expiring on July 31, 2018. The holder may at any time during the term of the convertible debenture convert all or part into units of the Company consisting of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price equal to C$0.39 ($0.30). The fair value of the conversion feature at the grant date was estimated at $169,959 using the Black-Scholes option pricing model. The convertible debenture was converted into 1,348,426 common shares of the Company on April 23, 2018 as part of the Transaction. Each unit is comprised of one common share and one common share purchase warrant. The fair value assigned to the conversion feature was at $nil and the fair value assigned to the debt component was $268,366 on the conversion date (note 17(a)(xxiii)). v. On July 31, 2017, three outstanding notes payable in the aggregate amount of $58,111 were converted into convertible debentures expiring on July 31, 2018. The holder may at any time during the term of the convertible debenture convert all or part into units of the Company consisting of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price equal to C$0.39 ($0.30). The fair value of the conversion feature at the grant date was estimated at $34,832 using the Black-Scholes option pricing model. The convertible debenture was converted into 295,669 units of the Company on April 23, 2018 as part of the Transaction. Each unit is comprised of one common share and one common share purchase warrant. The fair value assigned to the conversion feature was at $nil and the fair value assigned to the debt component was $58,111 on the conversion date (note 17(a)(xxiii)). vi. On August 22, 2017, the Company raised $40,000 through the issue of convertible debentures, expiring on August 22, 2018. The holder may at any time during the term of the convertible debenture convert all or part into units of the Company consisting of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price equal to C$0.39 ($0.30). The fair value of the conversion feature at the grant date was estimated at $25,332 using the Black-Scholes option pricing model. The convertible debenture was converted into 215,054 units of the Company on April 23, 2018 as part of the Transaction. Each unit is comprised of one common share and one common share purchase warrant. The fair value assigned to the conversion feature was at $nil and the fair value assigned to the debt component was $40,000 on the conversion date (note 17(a)(xxiii)). vii. On September 27, 2018, the Company raised $442,437 (C$575,060) through the issue of convertible debentures, expiring on September 27, 2019. The holder may at any time during the term of the convertible debenture convert all or part into units of the Company consisting of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price equal to $0.14 (C$0.19). The fair value of the conversion feature at the grant date was estimated at $172,386 using the Black-Scholes option pricing model. A total of $57,791 (C$75,060) was converted to 422,678 units on December 14, 2018. The fair value assigned to the conversion feature was at $nil and the fair value assigned to the debt component was $18,990 on the conversion date (note 17(a)(xxxii)). On May 7, 2020, pursuant to the conversion of convertible debentures with a face value of $178,380 (C$250,000) and accrued interest of $20,600 (C$28,871), the Company issued 3,064,515 common shares and 3,064,515 common share purchase warrants (note 26(b)(vi)). viii. On April 2, 2019, the Company raised $599,460 (C$799,500) through the issue of convertible debentures, expiring on April 2, 2020. The Company incurred transaction costs of $55,669 (C$74,285) comprised of 40,000 common shares issued to agents with a fair value of $0.14 (C$0.20), based on share price on the date of issuance, for consideration of $5,995 (C$8,000) (Note 17(a)), 295,590 share purchase warrants issued to agents with an exercise price of $0.12 (C$0.16) and a fair value of $21,305 (Note 17(c)) and cash of $28,369 (C$37,855). As part of the debenture financing, the Company also issued 295,590 share purchase warrants to agents. The share purchase warrants have an exercise price of $0.12 (C$0.16) and expire on April 2, 2021 (note 17(c)). The holder may at any time during the term of the convertible debenture convert all or part into units of the Company consisting of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price equal to $0.16 (C$0.21). The fair value of the conversion feature at the grant date was estimated at $599,460 using the Black-Scholes option pricing model. During the year ended December 31, 2019, $326,210 (C$432,000) was converted into 3,991,524 units of the Company consisting of one common share and one share purchase warrant (Note 17(a)). The cumulative fair value assigned to the conversion feature was at $189,735 and the fair value assigned to the debt component was $nil on the respective conversion dates (note 17(a)(xiii - xxi)). On April 7, 2020, pursuant to the conversion of convertible debentures with a face value of $268,554 (C$367,500) and accrued interest of $16,113 (C$22,050), the Company issued 3,541,366 units. Each unit is comprised of one common share and one common share purchase warrant (note 26(b)(iv)). ix. On May 3, 2019, the Company raised $154,031 (C$207,270) through the issue of convertible debentures, expiring on September 27, 2019. The holder may at any time during the term of the convertible debenture convert all or part into units of the Company consisting of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price equal to $0.16 (C$0.21). The fair value of the conversion feature at the grant date was estimated at $154,031 using the Black-Scholes option pricing model. On April 8, 2020, pursuant to the conversion of convertible debentures with a face value of $147,691 (C$207,270) and accrued interest of $8,254 (C$11,584), the Company issued 1,989,588 units. Each unit is comprised of one common share and one common share purchase warrant (note 26(b)(v)). x. The conversion features were not revalued at December 31, 2017 as the conversion price was dependent on completion of the Transaction. As a result of the Transaction, the fair value of the conversion features associated with the convertible debenture issuances during the year ended December 31, 2017 were deemed to be $nil as the convertible debentures outstanding on the date of the Transaction were all converted to common shares of the Company. Accordingly, the Company recognized a gain on change on change in fair value of conversion feature of $1,047,347 for the year ended December 31, 2018. |
NOTE 15_ LEASE LIABILITY
NOTE 15: LEASE LIABILITY | 12 Months Ended |
Dec. 31, 2019 | |
Lease liabilities [abstract] | |
LEASE LIABILITY | The lease liabilities as at January 1, 2019 can be reconciled to the operating lease commitments as of December 31, 2018 as follows: Operating lease commitments as at December 31, 2018 $ 180,696 Weighted average incremental borrowing rate as at January 1, 2019 6 % Lease liability as at January 1, 2019 $ 138,444 The lease liability consists of the following: Empower clinics Sun Valley clinics CBD extraction facility Total Balance, December 31, 2018 $ $ $ $ Adoption of IFRS 16 138,444 138,444 Additions 23,006 431,544 406,263 860,813 Interest expense 4,318 13,404 7,955 25,677 Payments (64,681 ) (112,798 ) (26,233 ) (203,712 ) Termination of leases (86,326 ) (86,326 ) Balance, September 30, 2019 $ 14,761 $ 332,150 $ 387,985 $ 734,896 Less: non-current portion of lease liability 3,060 174,681 337,355 515,096 Current portion of lease liability $ 11,701 $ 157,469 $ 50,630 $ 219,800 During the year ended December 31, 2019, the Company recognized an expense of $92,349 with respect to short-term and low value leases. |
NOTE 16_ WARRANT LIABILITY
NOTE 16: WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of financial liabilities [abstract] | |
WARRANT LIABILITY | The warrants are classified as a financial instrument under the principles of IFRS 9, as the exercise price is in Canadian dollars while the functional currency of the Company is the US dollar. Accordingly, warrants are remeasured to fair value at each reporting date with the change in fair value charged to change in fair value of warrant liability. Issuance Expiry Date Exercise Price Warrants Outstanding Warrant Liability Convertible Debt Conversion (1) April 23, 2020 $ C0.39 $0.30 11,373,368 1,306,894 Note conversion (2) April 23, 2020 $ C0.39 $0.30 268,817 30,822 Shares issued (3) June 11, 2019 $ C0.36 $0.28 2,000,000 287,961 Note conversion (4) October 22, 2019 $ C0.36 $0.28 517,132 52,433 Shares issued (5) October 22, 2019 $ C0.36 $0.28 312,903 12,310 Convertible Debt Conversion (6) December 14, 2020 $ C0.19 $0.14 422,678 14,177 Change in fair value of warrant liability (1,598,425 ) As at December 31, 2018 June 11, 2019 $ C0.36 $0.28 14,894,898 106,172 Expiry (3) October 22, 2019 $ C0.36 $0.28 (2,000,000 ) Expiry (4) October 22, 2019 $ C0.36 $0.28 (517,132 ) Expiry (5) December 14, 2020 $ C0.19 $0.14 (312,903 ) Exercise (6) June 11, 2019 $ C0.36 $0.28 (422,678 ) (18,847 ) Shares issued (7) April 2, 2021 $ C0.16 $0.12 21,115,000 1,521,921 Shares issued (8) May 3, 2021 $ C0.16 $0.12 5,762,500 429,109 Convertible Debt Conversion (9) July 22, 2021 $ C0.16 $0.12 1,018,245 42,749 Convertible Debt Conversion (10) August 12, 2021 $ C0.16 $0.12 928,817 33,745 Convertible Debt Conversion (11) August 19, 2021 $ C0.16 $0.12 929,864 28,973 Convertible Debt Conversion (12) August 26, 2021 $ C0.16 $0.12 909,090 23,992 Convertible Debt Conversion (13) September 13, 2021 $ C0.16 $0.12 102,696 1,800 Convertible Debt Conversion (14) September 20, 2021 $ C0.16 $0.12 102,812 2,479 Marketing services agreement (15) September 22, 2022 $ C0.31 $0.24 3,746,080 Change in fair value of warrant liability (2,065,781 ) As at December 31, 2019 46,257,289 106,312 (1) On April 23, 2018, as part of the Transaction, the Company converted convertible debentures and issued 11,373,368 share purchase warrants (note 17(a)). (2) On April 23, 2018, as part of the Transaction, the Company converted $50,000 of notes payable into 268,817 units; each consists of one common share and one common share purchase warrant (note 17(a)). (3) On June 11, 2018, the Company issued 2,000,000 units; each consists of one common share and one common share purchase warrant (note 17(a), note 23). (4) On October 23, 2018, the Company converted $122,030 of notes payable into 517,132 units; each consists of one common share and one common share purchase warrant (note 17(a)). (5) On October 23, 2018, the Company issued 312,903 units; each consists of one common share and one common share purchase warrant (note 17(a)). (6) On December 14, 2018, the Company issued 422,678 units; consisting of 422,678 common shares and 422,678 common share purchase warrants (note 17(a)(xxii)). (7) On April 2, 2019, the Company issued 21,115,000 units; each consists of one common share and one common share purchase warrant (note 17(a)). The warrants expire April 2, 2021 (8) On May 3, 2019, the Company issued 5,762,500 units; each consists of one common share and one common share purchase warrant (note 17(a)). The warrants expire May 3, 2021. (9) On July 22, 2019, pursuant to the conversion of convertible debentures, the Company issued 1,018,245 units; consisting of 1,018,245 common shares and 1,018,245 common share purchase warrant (note 17(a)). The warrants expire July 22, 2021. (10) On August 12, 2019, pursuant to the conversion of convertible debentures, the Company issued 928,817 units; consisting of 928,817 common shares and 928,817 common share purchase warrant (note 17(a)). The warrants expire August 12, 2021. (11) On August 19, 2019, pursuant to the conversion of convertible debentures, the Company issued 949,864 units; consisting of 949,864 common shares and 949,864 common share purchase warrant (note 17(a)). The warrants expire August 19, 2021. (12) On August 26, 2019, pursuant to the conversion of convertible debentures, the Company issued 909,090 units; consisting of 909,090 common shares and 909,090 common share purchase warrant (note 17(a)). The warrants expire August 26, 2021. (13) On September 13, 2019, pursuant to the conversion of convertible debentures, the Company issued 102,696 units; consisting of 102,696 common shares and 102,696 common share purchase warrant (note 17(a)). The warrants expire September 13, 2021. (14) On September 30, 2019, pursuant to the conversion of convertible debentures, the Company issued 102,812 units; consisting of 102,812 common shares and 102,812 common share purchase warrant (note 17(a)). The warrants expire September 20, 2021. (15) On July 30, 2019, pursuant to a prior marketing services agreement entered into on September 10, 2017, the Company issued 3,746,080 common share purchase warrants. Each warrant entitles the holder to acquire one common share at a price of C$0.31 ($0.24) for a period of thirty-seven months following the date of issuance. |
NOTE 17_ EQUITY
NOTE 17: EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of classes of share capital [abstract] | |
EQUITY | a) Authorized share capital Unlimited number of common shares without nominal or par value. At December 31, 2019, there were 137,697,430 issued and outstanding common shares (December 31, 2018 - 77,847,598). The Company does not currently pay dividends and entitlement will only arise upon declaration. A continuity of share capital is as follows: Issuance Note Number of Common Shares Total Consideration Warrant Liability Share Capital Balance, December 31, 2016 16,100,000 $ 248,500 January 2017 rights offering (xxxiii) 32,237,225 $ 302,244 $ 302,244 Balance, December 31, 2017 48,337,225 550,744 RTO Issuance (xxii) 2,544,075 614,415 614,415 April 23, 2018 Rights offering (xxv) 8,443,473 2,020,357 2,020,357 October 23, 2018 private placement (xxix) 312,903 84,248 12,310 71,938 Conversion of convertible debt (xxiii) 11,373,368 2,312,444 1,306,894 1,005,550 Conversion of convertible debt (xxxii) 422,678 18,990 14,177 4,813 Conversion of promissory notes payable (xxiv) 268,817 50,000 30,822 19,178 Conversion of notes payable (xxviii) 517,132 190,334 52,433 137,901 Shares issued for marketing services agreement (xxvi) 2,000,000 477,180 287,961 189,219 Shares issued for services (xxx) 423,076 92,856 92,856 Shares issued to former CEO (xxvii) 2,000,000 477,180 477,180 Restructuring (xxxi) 1,204,851 216,873 216,873 Balance, December 31, 2018 77,847,598 5,401,024 Share issued for Sun Valley acquisition (vi) 22,409,425 2,143,566 2,143,566 Share issued for cash (v)(vii)(xiv) 24,452,500 1,829,866 1,773,993 55,873 Share issued for conversion of notes payable (v) 2,500,000 184,291 177,037 7,254 Shares issued for convertible debentures (xiii)(xvii) (xviii)(xix) (xx)(xxi) 3,991,524 189,735 133,738 55,997 Shares issued for compensation (x)(xi) 7,400,000 304,721 304,721 Shares issued for services (vi) 1,500,000 257,041 257,041 Shares issued for settlement of accounts payable (xv)(xvi) 1,686,861 208,153 208,153 Shares cancelled (i)(ii)(xii) (4,657,553 ) (669,236 ) Shares cancelled and to be reissued (ii) (15,239 ) (15,239 ) Shares issued for exercise of warrants (iv) 431,075 42,440 (18,847 ) 61,287 Shares issued to agents (vii)(ix) 136,000 20,255 20,255 Share issue costs (3,386 ) Balance, December 31, 2019 137,697,430 7,827,310 The Company had the following common share transactions during the year ended December 31, 2019: i. On January 17, 2019, the Company cancelled 422,678 common shares, which had been issued for $0.14 (C$0.18) per common share and issued 417,000 common shares at a deemed price of $0.14 (C$0.18) per common share. ii. On March 3, 2019, pursuant to the termination agreement with the former CEO, the Company cancelled 2,000,000 common shares. An additional 651,875 common shares were cancelled in error and reissued on March 11, 2020 (note 26(b)(iii)). iii. On March 8, 2019, pursuant to a service agreement, the Company issued 1,500,000 common shares at a deemed price of $0.17 (C$0.23) per common share for total fair value consideration of $257,041 as settlement of accounts payable in the amount of $257,041 (C$347,500). iv. On March 22, 2019, pursuant to the exercise of 422,678 common share purchase warrants and late charges, the Company issued 431,075 common shares for $0.14 (C$0.19) per common share. v. On April 2, 2019, pursuant to a private placement financing, the Company issued 21,115,000 units for $0.07 (C$0.10) per unit for gross proceeds of $1,583,189 (C$2,115,000) comprised of cash of $1,396,105 (C$1,865,000) and the settlement of notes payable in the amount of $184,291 (C$250,000) (Note 11(g)(h)). Each unit is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of $0.12 (C$0.16) per share for a period of twelve months following the closing date of the financing (note 17). Share issue costs included cash payments of $63,324 (C$84,499) and the issuance of 363,900 share purchase warrants valued at $26,229 using the Black-Scholes option pricing model with the following assumptions: a one year expected average life, share price of $0.13 (C$0.175); 100% volatility; risk-free interest rate of 1.57%; and an expected dividend yield of 0%. Consideration of $1,951,030 was recorded to warrant liability and the residual amount of $63,127 was recorded to issued capital. vi. On April 30, 2019, pursuant to the acquisition of Sun Valley, the Company issued 22,409,425 common shares at a fair value of $0.136 (C$0.18) per common share. Of the common shares issued 14,705,882 were Escrow Shares of which 2,450,978 were release during the year ended December 31 2019. As at December 31, 2019, there were 12,254,904 Escrow shares remaining. vii. On May 3, 2019, pursuant to a private placement financing, the Company issued 5,762,500 units for $0.07 (C$0.10) per unit for gross proceeds of $429,109 (C$576,250). Each unit is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of $0.12 (C$0.16) per share for a period of twelve months following the closing date of the financing (note 16). Share issue costs included cash payments of $24,928 (C$33,428) and the issuance of 217,950 share purchase warrants valued at $18,870 using the Black-Scholes option pricing model with the following assumptions: a one year expected average life, share price of $0.15 (C$0.20); 100% volatility; risk-free interest rate of 1.67%; and an expected dividend yield of 0%. viii. On May 3, 2019, pursuant to the terms on the private placement financing, the Company issued 96,000 common shares to agents for a fair value of $0.15 (C$0.20) per common share for consideration of $14,298 (C$19,200). The amount is included issued capital. ix. On May 3, 2019, pursuant to the terms on the debenture financing, the Company issued 40,000 common shares to agents for a fair value of $0.15 (C$0.20) per common share, based on share price on the issuance date, for consideration of $5,957 (C$8,000). The amount is included in issued capital. x. On June 17, 2019, pursuant to obligations under an employment contract, the Company issued 7,000,000 common shares to the CEO, for a deemed value of $0.10 (C$0.14) per common share for total consideration paid to the CEO of $730,982 (C$980,000). Of the 7,000,000 common shares, 2,000,000 common shares vested immediately, and the remaining 5,000,000 common shares are held in escrow and vest quarterly with 416,666 common shares vesting each quarter commencing on September 17, 2019. The common shares are subject to a four-month holding period from the date of vesting. As at December 31, 2019 a total of 324,852 common shares had vested, xi. On June 17, 2019, pursuant to obligations under a consulting agreement, the Company issued 400,000 common shares to the CIO, for a fair value of $0.10 (C$0.14) per common share for total consideration paid to the CIO of $41,770 (C$56,000). The 400,000 common shares are held in escrow and vest quarterly with 44,400 common shares vesting each quarter commencing September 17, 2019. The Company will record a quarterly expense of $47,937 to operating expenses on the consolidated statements loss and comprehensive loss as the shares vest. xii. On July 3, 2019, the Company cancelled 2,000,000 common shares with a fair value of $0.09 ($0.12) per common share. The common shares were reacquired and cancelled as the Company cancelled the marketing services agreement, pursuant to which the common shares and warrants were originally issued, due to non-performance of services by the marketing company. xiii. On July 22, 2019, pursuant to the conversion of convertible debentures with a face value of $83,063 (C$110,000) and accrued interest of C$1,529 (C$2,025), the Company issued 1,018,245 common shares and 1,018,245 common share purchase warrants. Each warrant entitles the holder to acquire one common share at a price of C$0.16 ($0.12) for a period of two years following the closing date of the conversion. At the date of the conversion, the conversion feature was valued at $48,657 and the debt was valued at $nil. Consideration of $42,749 was recorded to warrant liability and the residual amount of $5,908 was recorded to issued capital. xiv. On July 30, 2019, the Company issued 75,000 common shares at a fair value of $0.02 (C$0.03) per common share for consideration received from a June 16, 2016 subscription agreement. xv. On July 30, 2019, the Company issued 1,409,938 common shares at a fair value of $0.13 (C$0.175) per common share for services received for total fair value consideration of $186,466 (C$246,700) as settlement of accounts payable in the amount of $198,591 (C$258,019) resulting in a gain on debt settlement of $12,125. xvi. On July 30, 2019, the Company issued 276,923 common shares at a fair value of $0.10 (C$0.13) per common share for services received for total fair value consideration of $27,697 (C$36,471) as settlement of accounts payable in the amount of $24,692 (C$36,000) resulting in a gain on debt settlement of $3,005. xvii. On August 12, 2019, pursuant to the conversion of convertible debentures with a face value of $75,512 (C$100,000) and accrued interest of $1,651 (C$2,186), the Company issued 928,817 common shares and 928,817 common share purchase warrants. Each warrant entitles the holder to acquire one common share at a price of $0.16 (C$0.12) for a period of two years following the closing date of the conversion. At the date of the conversion, the conversion feature was valued at $44,898 and the debt was valued at $nil. Consideration of $33,745 was recorded to warrant liability and the residual amount of $11,153 was recorded to issued capital. xviii. On August 19, 2019, pursuant to the conversion of convertible debentures with a face value of $75,512 (C$100,000) and accrued interest of $1,738 (C$2,301), the Company issued 929,864 common shares and 929,864 common share purchase warrants. Each warrant entitles the holder to acquire one common share at a price of $0.16 (C$0.12) for a period of two years following the closing date of the conversion. At the date of the conversion, the conversion feature was valued at $51,413 and the debt was valued at $nil. Consideration of $28,973 was recorded to warrant liability and the residual amount of $22,440 was recorded to issued capital. xix. On August 26, 2019, pursuant to the conversion of convertible debentures with a face value of $75,512 (C$100,000), the Company issued 909,090 common shares and 909,090 common share purchase warrants. Each warrant entitles the holder to acquire one common share at a price of $0.16 (C$0.12) for a period of two years following the closing date of the conversion. At the date of the conversion, the conversion feature was valued at $39,892 and the debt was valued at $nil. Consideration of $23,992 was recorded to warrant liability and the residual amount of $15,900 was recorded to issued capital. xx. On September 13, 2019, pursuant to the conversion of convertible debentures with a face value of $8,306 (C$11,000) and accrued interest of C$225 ($298), the Company issued 102,696 common shares and 102,696 common share purchase warrants. Each warrant entitles the holder to acquire one common share at a price of $0.16 (C$0.12) for a period of two years following the closing date of the conversion. At the date of the conversion, the conversion feature was valued at $2,206 and the debt was valued at $nil. Consideration of $1,800 was recorded to warrant liability and the residual amount of $406 was recorded to issued capital. xxi. On September 30, 2019, pursuant to the conversion of convertible debentures with a face value of $8,306 (C$11,000) and accrued interest of $249 (C$329), the Company issued 102,812 common shares and 102,812 common share purchase warrants. Each warrant entitles the holder to acquire one common share at a price of C$0.16 ($0.12) for a period of two years following the closing date of the conversion. At the date of the conversion, the conversion feature was valued at $2,669 and the debt was valued at $nil. Consideration of $2,479 was recorded to warrant liability and the residual amount of $190 was recorded to issued capital. The Company had the following common share transactions during the year ended December 31, 2018: xxii. On April 19, 2018, as part of the Transaction (note 5), the common shares of Adira were consolidated at a ratio of 20:1. In addition, the Company issued 2,544,075 common shares at a deemed price of C$0.31 ($0.24) per share for purchase consideration of $614,415. xxiii. On April 23, 2018, pursuant to the conversion of convertible debentures with a face value of $2,089,495, the Company issued 11,373,368 common shares and 11,373,368 common share purchase warrants. Each warrant entitles the holder to acquire one common share at a price of $0.30 (C$0.39) per share for a period of two years following the closing date of the conversion (note 16). At the date of the conversion, the conversion feature was valued at $298,247 and the debt was valued at $2,014,197. Consideration of $1,306,894 was recorded to warrant liability and the residual amount of $1,005,550 was recorded to issued capital. xxiv. On April 23, 2018, pursuant to the conversion of $50,000 in promissory notes payable, the Company issued 268,817 common shares and 268,817 common share purchase warrants. Each warrant entitles the holder to acquire one common share at a price of $0.30 (C$0.39) per share for a period of two years following the closing date of the conversion (note 16). Consideration of $30,822 was recorded to warrant liability and the residual amount of $19,178 was recorded to issued capital. xxv. On April 23, 2018, pursuant to a shareholder rights offering financing, the Company issued 8,443,473 common shares at a price of $0.24 (C$0.31) per share for gross proceeds of $2,020,357 (C$2,617,477). xxvi. On June 11, 2018, pursuant to a marketing services agreement, the Company issued 2,000,000 units at a deemed price of $0.24 (C$0.31) per unit for total fair value consideration of $477,180 (C$620,000). Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of C$0.36 ($0.28) per share for a period of two years following the closing date of the financing. Consideration of $287,961 was recorded to warrant liability and the residual amount of $189,219 was recorded to issued capital. Subsequent to issuing the units, the Company cancelled the marketing services agreement due to non-performance of services by the marketing company. The units remained outstanding at December 31, 2018, subsequent to which the Company obtained from the holder the certificates of all 2,000,000 common shares and 2,000,000 common share purchase warrants. The Company cancelled these securities. xxvii. On June 11, 2018, pursuant to obligations under employment contract, the Company issued 2,000,000 common shares to the former CEO, for a deemed value of $0.24 (C$0.31) per common share for total consideration paid to the former CEO of $477,180 (C$620,000) (note 23). xxviii. On October 23, 2018, the Company converted notes payable with a face value $117,000 of the debt plus $7,389 of interest into 517,132 units (note 11(c)). Each unit is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of $0.28 (C$0.36) per share for a period of twelve months following the closing date of the conversion (note 16). Consideration of $52,433 was recorded to warrant liability and the residual amount of $137,901 was recorded to issued capital. xxix. On October 23, 2018, pursuant to a private placement financing, the Company issued 312,903 units for $0.24 (C$0.31) per unit for gross proceeds of $71,938 (C$97,000). Each unit is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of $0.28 (C$0.36) per share for a period of twelve months following the closing date of the financing (note 16). Consideration of $12,310 was recorded to warrant liability and the residual amount of $71,938 was recorded to issued capital. xxx. On October 23, 2018, the Company issued 423,076 common shares at a fair value of C$0.29 ($0.22) per common share for services received for total fair value consideration of $92,856 (C$120,000). xxxi. On October 23, 2018, pursuant to restructuring, the Company issued 1,204,851 common shares for $0.18 (C$0.23) per common share. xxii. On December 14, 2018, pursuant to the conversion of 422,678 units of convertible debentures with a face value of $57,980 (C$75,060), the Company issued 422,678 common shares and 422,678 common share purchase warrants. Each warrant entitles the holder to acquire one common share at a price of $0.14 (C$0.19) per share for a period of two years following the closing date of the conversion (note 16). At the date of the conversion, the conversion feature was valued at $nil and the debt was valued at $18,990. Consideration of $14,177 was recorded to warrant liability and the residual amount of $4,813 was recorded to issued capital. The Company had the following common share transactions during the year ended December 31, 2017: xxxii. In January 2017, pursuant to a shareholder rights offering financing, the Company issued 32,237,225 common shares for $0.0094 per common share for gross proceeds of $302,244 (C$375,000). b) Share options The Company has an incentive share option plan (“the plan”) in place under which it is authorized to grant share options to executive officers, directors, employees and consultants. The plan allows the Company to grant share options up to a maximum of 10.0% of the number of issued shares of the Company. Share option transactions and the number of share options outstanding during the years ended December 31, 2019 and 2018, are summarized as follows: Number of share options Weighted average exercise price ($C) Outstanding, December 31, 2017 3,300,000 0.10 Granted 4,300,000 0.37 Outstanding, December 31, 2018 7,600,000 0.25 Cancelled (4,850,000 ) 0.27 Granted 7,700,000 0.14 Outstanding, December 31, 2019 10,450,000 0.16 Exercisable, December 31, 2019 9,839,573 0.16 Share options outstanding and exercisable at December 31, 2019, are as follows: Number of options outstanding Weighted average exercise price (C$) Weighted average life of options (years) Number of options exercisable Weighted average exercise price (C$) Weighted average life of options (years) 0.10 1,400,000 0.10 2.01 1,133,333 0.10 1.98 0.14 7,700,000 0.14 4.28 7,400,000 0.14 4.46 0.26 450,000 0.26 3.80 406,240 0.26 3.80 900,000 0.38 3.40 900,000 0.38 3.40 10,450,000 0.16 3.88 9,839,573 0.16 4.04 The fair value of share options recognized as an expense during the year ended December 31, 2019, was $608,944 (year ended December 31, 2018 - $892,417, year ended December 31, 2017 - $5,433). The following are the assumptions used for the Black Scholes option pricing model valuation of share options granted during the years ended December 31, 2019 and 2018: Years ended December 31, 2019 2018 2017 Risk-free interest rate 1.34 % 2.19%-2.37 % 0.76 % Expected life 3-5 years 5 years 5 years Expected volatility 100.0 % 100.0 % 100.0 % Forfeiture rate 0.0 % 0.0 % 0.0 % Dividend rate 0.0 % 0.0 % 0.0 % The risk-free rate of periods within the expected life of the share options is based on the Canadian government bond rate. The annualized volatility and forfeiture rate assumptions are based on historical results. c) Agent share purchase warrants Agent share purchase warrant transactions and the number of agent share purchase warrants outstanding during the years ended December 31, 2019 and 2018, are summarized as follows: Number of agent share purchase warrants Weighted average exercise price Outstanding, December 31, 2017 Granted (1) 627,378 $ 0.31 Outstanding, December 31, 2018 627,378 $ 0.31 Granted (2)(3)(4) 877,440 $ 0.16 Outstanding, December 31, 2019 1,504,818 $ 0.24 Exercisable, December 31, 2019 1,504,818 $ 0.24 (1) On April 23, 2018, as part of the Transaction, the Company issued 627,378 share purchase warrants to agents involved in the transaction. The share purchase warrants have an exercise price of $0.24 (C$0.31) ) and expire on April 23, 2020. (2) On April 2, 2019, as part of a private placement financing, the Company issued 363,900 share purchase warrants to agents. The share purchase warrants have an exercise price of $0.12 (C$0.16) and expire on April 2, 2021. (3) On April 2, 2019, as part of a debenture financing, the Company issued 659,490 share purchase warrants to agents. The share purchase warrants have an exercise price of $0.12 (C$0.16) and expire on April 2, 2021. (4) On May 3, 2019, as part of a private placement financing, the Company issued 217,950 share purchase warrants to agents. The share purchase warrants have an exercise price of $0.12 (C$0.16) and expire on May 3, 2021. The fair value of agent share purchase warrants recognized in reserves during the year ended December 31, 2019, was $66,405 (year ended December 31, 2017 - $80,280 and 2016 - $nil). The following are the assumptions used for the Black Scholes option pricing model valuation of share options granted during the years ended December 31, 2019, 2018 and 2017: Years ended December 31, 2019 2018 2017 Risk-free interest rate 1.56-1.67 % 1.87 % Expected life 2 years 2 years Expected volatility 100.0 % 100.0 % Forfeiture rate 0.0 % 0.0 % Dividend rate 0.0 % 0.0 % |
NOTE 18_ OPERATING EXPENSES
NOTE 18: OPERATING EXPENSES | 12 Months Ended |
Dec. 31, 2019 | |
Note 18 Operating Expenses | |
OPERATING EXPENSES | Years ended December 31, Note 2019 2018 2017 Salaries and benefits 23 $ 1,985,735 $ 1,786,804 $ 1,205,514 Rent 84,924 272,768 267,272 Advertising and promotion 313,870 306,799 171,814 Telephone and internet 106,841 97,028 Penalties 165,000 Other 277,249 54,282 392,408 $ 2,933,619 $ 2,517,681 $ 2,037,008 |
NOTE 19_ RESTRUCTURING EXPENSE
NOTE 19: RESTRUCTURING EXPENSE | 12 Months Ended |
Dec. 31, 2019 | |
Note 19 Restructuring Expense | |
RESTRUCTURING EXPENSE | Subsequent to the Transaction, the Company initiated an organization-wide refocusing and restructuring. Accordingly, the Company incurred $88,808 during the year ended December 31, 2019 (2018 - $110,424; 2017; $nil) in net charges related to reorganization and restructuring headcount which resulted in multiple one-time severance payments. |
NOTE 20_ INCOME TAXES
NOTE 20: INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Note 17 Income Taxes | |
INCOME TAXES | a) Rate reconciliation Income tax expense differs from the amount that would result by applying the combined Canadian federal and provincial income tax rates to earnings before income taxes. The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27% (2018 - 27%, 2017 – 26%) to the effective tax rate is as follows: Years ended December 31, 2019 2018 2017 Loss before taxes $ (4,301,663 ) $ (3,789,918 ) $ (3,109,921 ) Combined Canadian federal and provincial income tax rates 27 % 27 % 26 % Expected income tax recovery (1,161,450 ) (1,023,280 ) (808,580 ) Items that cause an increase (decrease): Effect of different tax rates in foreign jurisdiction 82,490 35,690 (219,020 ) Non-deductible expenses less other permanent differences (367,360 ) 294,780 10,990 Tax rate changes 8,700 152,650 233,990 Change in prior year estimates (413,020 ) 165,540 Share issuance costs and other (36,010 ) 1,690 (560 ) Change in tax benefits not recognized 1,886,650 538,470 617,640 Income tax recovery $ $ $ b) Unrecognized deferred tax assets and liabilities Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences: As at December 31, 2019 2018 Deferred tax assets: Non-capital losses $ 11,870,240 $ 7,291,370 Property and equipment 31,080 59,640 Intangible assets 485,390 366,070 Right of use assets net of lease liability 25,060 Accrued fees and compensation 264,360 57,380 Share issue costs 340,880 179,640 Capital losses carried forward 5,420 5,420 Unrealized foreign exchange loss 1,880 1,880 Goodwill 2,266,520 Deferred tax assets, net $ 15,290,830 $ 7,961,400 c) Expiration of income tax loss carry forwards As at December 31, 2019, the Company has $6,158,650 of Canadian non-capital income tax losses (unrecognized) which will expire over 2035 through 2039, and $5,711,590 of United States net operating losses (unrecognized) of which $2,688,420 will expire over 2035 through 2037, and $3,023,170 which are indefinite. |
NOTE 21_ SUPPLEMENTAL DISCLOSUR
NOTE 21: SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS | 12 Months Ended |
Dec. 31, 2019 | |
Note 18 Supplemental Disclosure With Respect To Cash Flows | |
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS | Significant non-cash transactions were as follows: Years ended December 31, Note 2019 2018 2017 Shares issued for acquisition of Sun Valley 5,17 (a) $ 3,047,682 $ $ Shares issues for compensation 17 (a),23 304,721 Shares returned to treasury (1) 17 (a),23 (477,180 ) Shares returned to treasury (2) 17 (a) (477,180 ) Shares issued as settlement of note payable 11,17 (a) 184,291 Shares issued as settlement of convertible debenture 13,17 (a) 189,735 Shares issued as settlement of accounts payable 10,17 (a) 483,098 Warrants issued to agents 17 (a) 66,405 Shares issued for services 17 (a) 122,932 Shares issued to agents 17 (a) 20,255 Conversion of convertible debt to share purchase warrants 14,16 1,292,265 Shares issued to marketing services company 17 (a) 477,180 Shares issued to former CEO 17 (a),23 477,180 Conversion of notes payable into units 11 114,567 $ 3,464,759 $ 2,361,192 $ (1) Pursuant to the termination agreement with the former CEO, the Company cancelled 2,651,875 common shares of which 651,875 were incorrectly cancelled and reissued on March 11, 2020 (note 26). (2) The common shares were reacquired and cancelled as the Company cancelled the marketing services agreement, pursuant to which the common shares and warrants were originally issued, due to non-performance of services by the marketing company. Interest payments for the year ended December 31, 2019 were $nil (year ended December 31, 2018 - $nil, year ended December 31, 2017 - $nil). Income tax payments for the year ended December 31, 2019 were $nil (year ended December 31, 2018 - $nil, year ended December 31, 2017 - $nil). |
NOTE 22_ FINANCIAL INSTRUMENTS
NOTE 22: FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | 12 Months Ended |
Dec. 31, 2019 | |
Note 19 Financial Instruments And Risk Management | |
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | a) Fair value measurement of financial assets and liabilities The Company has established a fair value hierarchy that reflects the significance of inputs of valuation techniques used in making fair value measurements as follows: Level 1 – quoted prices in active markets for identical assets or liabilities; Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. from derived prices); and Level 3 – inputs for the asset or liability that are not based on observable market data. The carrying values of cash, accounts receivable, due from related parties, promissory note receivable, accounts payable and accrued liabilities, share subscriptions and amounts due to related parties approximate their carrying values due to their short-term nature. The secured loan payable, notes payable, convertible note payable and convertible debentures are categorized as Level 2 and have been recorded at amortized cost. The carrying value approximates their carrying values due to their relatively short-term nature. As at December 31, 2019 and 2018, there were no financial assets or liabilities measured and recognized in the consolidated statements of financial position at fair value that would be categorized as Level 3 in the fair value hierarchy above with the exception of the conversion feature liability (note 14) and warrant liability (note 16), which are a Level 3 fair value measurement. b) Risk Management The Company examines its various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. The risks may include credit risk, currency risk, liquidity risk and interest rate risk. The Company’s risk management program strives to evaluate the unpredictability of financial markets and its objective is to minimize the potential adverse effects of such risks on the Company’s financial performance., where financially feasible to do so. When deemed material, these risks may be monitored by the Company’s finance group and they are regularly discussed with the Board of Directors. i. Credit risk Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes amounts owed to the Company by these counterparties, less and amounts owed to the counterparty by the Company where a legal right of offset exists and also includes the fair values of contracts with individual counterparties which are recorded in the consolidated financial statements. The Company’s credit risk is predominantly related to cash balances held in financial institutions, amounts receivable from credit card processor and promissory note receivable. The maximum exposure to the credit risk is equal to the carrying value of such financial assets. At December 31, 2019 and 2018, the Company expects to recover the full amount of such assets. The objective of managing counterparty credit risk is to minimize potential losses in financial assets. The Company assesses the quality of its counterparties, taking into account their credit worthiness and reputation, past performance and other factors. Cash is only deposited with or held by major financial institutions where the Company conducts its business. In order to manage credit and liquidity risk, the Company invests only in highly rated investment grade instruments that have maturities of one year or less. Limits are also established based on the type of investment, the counterparty and the credit rating. ii. Currency risk The Company’s functional currency is the US dollar and therefore the Company’s income (loss) and comprehensive income (loss) are impacted by fluctuations in the value of foreign currencies in relation to the US dollar. The table below summarizes the net monetary assets and liabilities held in foreign currencies: As at December 31, 2019 2018 Canadian dollar net monetary liabilities $ 2,434,448 $ 171,578 $ 2,434,448 $ 171,578 The effect on loss before income tax for the year ended December 31, 2019, of a 10.0% change in the foreign currencies against the US dollar on the above-mentioned net monetary assets and liabilities of the Company is estimated to be an increase/decrease of $316,186 (2017 - $12,577) assuming that all other variables remained constant. iii.Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements and its expansion plans. In the normal course of business, the Company enters into contracts and performs business activities that give rise to commitments for future minimum payments. The Company has no concentrations of liquidity risk. A summary of future operating commitments is presented in note 25. As at December 31, 2019, the Company had a cash balance of $179,153 and current liabilities of $4,183,022. (December 31, 2018 - $157,668 and $5,436,664 respectively). The Company’s current resources are not sufficient to settle its current liabilities. vi. Interest rate risk Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company’s notes payable, secured loan payable, convertible notes payable and convertible debentures carry fixed interest rates and as such, the Company is not exposed to interest rate risk. |
NOTE 23_ RELATED PARTY TRANSACT
NOTE 23: RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of transactions between related parties [abstract] | |
RELATED PARTY TRANSACTIONS | The Company’s related parties include subsidiaries, associates, joint ventures, affiliated entities and key management personnel and any transactions with such parties for goods and/or services that are made on regular commercial terms. During the years ended December 31, 2019 and 2018, the Company did not enter into any transactions with related parties outside of compensation to key management personnel as disclosed below. Key management are those personnel having the authority and responsibility for planning, directing, and controlling the Company. Salaries and benefits, bonuses, and termination benefits are included in operating expenses and share-based payments are recorded as share-based payment expense or share capital. Key management compensation includes: Years ended December 31, 2019 2018 2017 Salaries and benefits $ 734,655 $ 1,063,748 $ 221,700 Share-based payments 556,040 892,417 Directors fees 11,250 $ 1,301,945 $ 1,956,165 $ 221,700 Included in cost of goods sold for the year ended December 31, 2019 is $31,609 (year ended December 31, 2018 - $nil) in product purchases made from Sun Valley Science LLC, an entity controlled by the Senior Vice President Development and Director. Included in salaries and benefits for the year ended December 30, 2019 is $304,721 (year ended December 31, 2018 - $nil) related to common shares awarded to the CEO (note 17(a)). Included in salaries and benefits for the year ended December 31, 2018, is $477,180 related to 2,000,000 shares awarded to the former CEO (note 17(a)). As at December 31, 2019, $28,827 (December 31, 2018 - $nil) is due to the CEO for advances made on behalf of the Company and $133,444 (December 31, 2018 - $nil) is due to the CEO for salaries and benefits. The amounts are unsecured and due on demand. As at December 31, 2029, $140,000 (December 31, 2018 - $nil) is due to the Senior Vice Present Development and Director and his spouse for consideration related to the Sun Valley acquisition. As at December 31, 2019, $nil (December 31, 2018 - $12,575) is due to related parties for final settlement of the purchase of Presto operations. Following the dismissal of legal actions with the former President and director of its subsidiary companies the Company determined that there is no longer an obligation with respect to the final settlement and as such, the amount has been credited to restructuring expense. The outstanding balance was non-interest bearing, unsecured and due on demand. |
NOTE 24_ MANAGEMENT OF CAPITAL
NOTE 24: MANAGEMENT OF CAPITAL | 12 Months Ended |
Dec. 31, 2019 | |
Note 21 Management Of Capital | |
MANAGEMENT OF CAPITAL | The Company’s objectives of capital management are intended to safeguard the Company’s normal operating requirements on an ongoing basis. At December 31, 2019, the capital of the Company consists of consolidated equity, notes payable, convertible debentures payable, secured loan payable, and bank indebtedness, net of cash. As at December 31, 2019 2018 Equity $ (3,514,913 ) $ (2,996,220 ) Notes payable 969,891 760,715 Convertible debentures payable 427,320 274,466 Secured loan payable 761,711 717,460 (1,355,991 ) (1,243,579 ) Less: Cash (179,153 ) (157,668 ) $ (1,535,144 ) $ (1,401,247 ) The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The Company also has in place a planning, budgeting and forecasting process which is used to identify the amount of funds required to ensure the Company has appropriate liquidity to meet short and long-term operating objectives. The Company is dependent on cash flows generated from its clinical operations and from external financing to fund its activities. In order to maintain or adjust its capital structure, the Company may issue new shares or debt. At December 31, 2019 and 2018, the Company was not subject to any externally imposed capital requirements. |
NOTE 25_ COMMITMENTS AND CONTIN
NOTE 25: COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Note 22 Commitments And Contingencies | |
COMMITMENTS AND CONTINGENCIES | Commitments A summary of undiscounted liabilities and future operating commitments at December 31, 2019, are as follows: Total Within 1 year 2 - 5 years Greater than 5 years Maturity analysis of financial liabilities Accounts payables and accrued liabilities $ 1,874,990 $ 1,874,990 $ $ Notes payable 969,891 969,891 Convertible debentures payable 427,320 427,320 Lease liability 734,896 219,800 515,096 Secured loan payable 761,711 761,711 Total financial liabilities $ 4,768,808 $ 4,253,712 $ 515,096 $ Contingencies Various tax and legal matters are outstanding from time to time. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of these changes in the consolidated financial statements in the period such changes occur. |
NOTE 26_ EVENTS AFTER THE REPOR
NOTE 26: EVENTS AFTER THE REPORTING PERIOD | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
EVENTS AFTER THE REPORTING PERIOD | a) Private Placement On April 16, 2020, pursuant to a private placement financing, the Company issued 16,325,000 units at a price of C$0.03 (C$0.04) per unit for gross proceeds of $462,399 (C$653,000). Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of $0.07 (C$0.10) per share for a period of two years following the closing date of the financing. On July 16, 2020, pursuant to a private placement financing, the Company issued 14,417,334 units for $0.04 (C$0.05) per unit for gross proceeds of $532,279 (C$720,866). Each unit is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of $0.09 (C$0.12) per share for a period of twenty-four months following the closing date of the financing. b) Other Share Transactions i. On January 23, 2020, the Company issued 4,800,000 common shares for $0.03 (C$0.045) per common share for total fair value consideration of $164,346 (C$216,000) as settlement of accounts payable. ii. On February 11, 2020, the Company issued 4,000,000 common shares for $0.03 (C$0.035) per common share for total fair value consideration of $105,327 (C$140,000) as settlement of amounts payable for marketing services. iii. On March 11, 2020, pursuant to the incorrect cancellation of common shares of the former CEO, the Company issued 651,875 common shares (note 17(a)(iii)). iv. On April 7, 2020, pursuant to the conversion of convertible debentures with a face value of $268,554 (C$367,500) and accrued interest of $16,113 (C$22,050), the Company issued 3,541,366 units. Each unit is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of $0.07 (C$0.10) for a period of two years following the closing date of the conversion. v. On April 8, 2020, pursuant to the conversion of convertible debentures with a face value of $147,691 (C$207,270) and accrued interest of $8,254 (C$11,584), the Company issued 1,989,588 units. Each unit is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of $0.07 ($C0.10) for a period of two years following the closing date of the conversion. vi. On May 7, 2020, pursuant to the conversion of convertible debentures with a face value of $178,380 (C$250,000) and accrued interest of $20,600 (C$28,871), the Company issued 3,064,515 common shares and 3,064,515 common share purchase warrants. Each warrant entitles the holder to acquire one common share at a price of $0.09 (C$0.12) for a period of one year following the closing date of the conversion. vii. On May 7, 2020, the Company issued 347,142 common shares for $0.06 (C$0.085) per common share for total fair value consideration of $21,054 (C$29,507) as settlement of amounts payable for legal services. viii. On May 20, 2020, the Company issued 844,444 common shares. The issuance settled the obligation to issue 150,000 common shares of the Company (note 11(k)). In addition, the Company issued 694,444 common shares to settle the administrative charge of $18,876 (C$25,000) (note 11(k)). c) Share Options On January 22, 2020, the Company issued 870,000 share options. Each share option entitles the holder to acquire one common share at a price of $0.04 ($0.05) for a period of three years following the issuance date. On March 30, 2020, the Company issued 600,000 share options. Each share option entitles the holder to acquire one common share at a price of $0.04 ($0.05) for a period of three years following the issuance date. d) Warrants On April 23, 2020, a total of 11,642,185 warrants with an exercise price of $0.30 (C$0.39) expired. e) Corporate On January 21, 2020, the Company sold its first franchise agreement whereby the franchisee will pay an upfront franchise fee to the Company, an ongoing monthly royalty based on revenue, a variable monthly technology and marketing support fee, and are required to purchase Sun Valley Health CBD product lines for their clinic location. On March 4, 2020, the Company incorporated a wholly owned subsidiary named Empower Healthcare Facility Assets Inc. On March 4, 2020, the Company also incorporated Empower Heritage Sandy Assets Corp. Both entities are US based Delaware corporations. On May 15, 2020, the Company incorporated a British Columbia, Canada entity named Dosed Wellness Ltd. e) COVID-19 Subsequent to year-end, there was a global outbreak of COVID-19 (coronavirus), which has had a significant impact on businesses through the restrictions put in place by the United States, state and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by the United States and other countries to fight the virus. f) Arizona Recreational Legalization Ballot The Arizona Marijuana Legalization Initiative may appear on the ballot in Arizona as an initiated state statute on November 3, 2020. The ballot initiative would legalize the possession and use of recreational marijuana for adults (age 21 years or older). The ballot initiative would allow people to grow no more than six marijuana plants for personal use in their residence, as long as the plants are within an enclosed area with a lock and beyond public view. |
NOTE 3_ SIGNIFICANT ACCOUNTIN_2
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of voluntary change in accounting policy [abstract] | |
New and amended IFRS standards that are effective for the year ended December 31, 2019 | Leases Effective January 1, 2019, the Company adopted IFRS 16 - Leases Leases Determining Whether an Arrangement Contains a Lease The Company used the practical expedient not to reassess whether a contract is or contains a lease at January 1, 2019. Instead, the Company applied IFRS 16 only to contracts previously identified as leases under IAS 17 and IFRIC 4. The Company also used the following practical expedients to account for leases at January 1, 2019: ● Applied a single discount rate to a portfolio of leases with similar characteristics. ● Relied on the Company’s assessment of whether leases are onerous immediately before January 1, 2019. ● Applied recognition exemptions for operating leases when the underlying asset was of low value or the lease term ends within 12 months. The payments associated with these leases are recognized as an expense in operating expenses. ● Excluded initial direct costs when measuring the right-of-use asset at January 1, 2019. ● Used hindsight to determine the lease term when the contract contained options to extend or terminate the lease. These policies apply to contracts entered into or changed on or after January 1, 2019. A contract is a lease or contains a lease if it conveys the right to control the use of an asset for a time period in exchange for consideration. To identify a lease, the Company (1) considers whether an explicit or implicit asset is specified in the contract and (2) determines whether the Company obtains substantially all the economic benefits from the use of the underlying asset by assessing numerous factors, including but not limited to substitution rights and the right to determine how and for what purpose the asset is used. When assessing the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or to not exercise a termination option. This judgment is based on factors such as contract rates compared to market rates, economic reasons, significance of leasehold improvements, termination and relocation costs, installation of specialized assets, residual value guarantees, and any sublease term. The Company has elected not to recognize right-of-use assets and lease liabilities for low-value assets or short-term leases with a term of 12 months or less. These lease payments are recognized in operating expenses over the lease term. The lease liability is initially measured at the present value of the lease payments that are not paid. The Company elected to not separate non-lease components from lease components and to account for the non-lease and lease components as a single lease component. Lease payments generally include fixed payments less any lease incentives receivable. The lease liability is discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The Company estimates the incremental borrowing rate based on the lease term, collateral assumptions, and the economic environment in which the lease is denominated. The lease liability is subsequently measured at amortized cost using the effective interest method. The lease liability is remeasured when the expected lease payments change as a result of new assessments of contractual options and residual value guarantees. The right-of-use asset is recognized at the present value of the liability at the commencement date of the lease less any incentives received from the lessor. Added to the right-of-use asset are initial direct costs, payments made before the commencement date, and estimated restoration costs. The right-of-use asset is subsequently depreciated on a straight-line basis from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. For leases previously classified as operating leases, lease liabilities were measured at the present value of the remaining lease payments, discounted using the Company’s weighted-average incremental borrowing rate, calculated in accordance with IFRS 16, at January 1, 2019, of 6%. Associated right-of-use assets for certain property leases, elected on a lease-by-lease basis, were measured retrospectively as though IFRS 16 had been applied since the commencement date. The right-of-use asset was adjusted by the amount of any prepaid, accrued lease payments, or acquisition lease advantages or disadvantages relating to that lease and recognized in the statements of financial position as at December 31, 2018. The lease liabilities as at January 1, 2019 can be reconciled to the operating lease commitments as of December 31, 2018 as follows: Operating lease commitments as at December 31, 2018 $ 180,696 Weighted average incremental borrowing rate as at January 1, 2019 6 % Lease liability as at January 1, 2019 $ 138,444 As a result of the initial application of IFRS 16, in relation to the leases that were previously classified as operating leases, the Company recognized right-of-use assets with a cost of $324,972 and accumulated depreciation of $196,479 and lease liabilities of $138,444 as at January 1, 2019. The difference of $9,951 was recorded as a direct charge to deficit. |
Significant estimates and assumptions | The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make estimates based on assumptions about future events that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively in the period in which the estimate is revised. Areas that require significant estimates and assumptions as the basis for determining the stated amounts include, but are not limited to, the following: i. Functional currency The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the respective entity operates; the Company has determined the functional currency of each entity to be the US dollar. Such determination involves certain judgements to identify the primary economic environment. The Company reconsiders the functional currency of its subsidiaries if there is a change in events and/or conditions which determine the primary economic environment. ii. Assessment of Cash Generating Units For impairment assessment and testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating unit (“CGU”). The Company applies judgement in assesses the smallest group of assets that comprise a single CGU. As each clinic has its own cash inflows, each clinic is considered a separate CGU. iii. Assessment of useful lives of property and equipment and intangible assets Management reviews its estimate of the useful life of property and equipment and intangible assets annually and accounts for any changes in estimates prospectively. The Company applied judgment in determining the useful lives of trademarks and patient records with less than an indefinite life. In addition, the Company applied judgment in determining the useful lives of the right of use assets and leasehold improvements for purposes of assessing the shorter of the useful life or lease term. iv. Assessment of indicators of impairment At the end of each reporting period, the Company assesses whether there are any indicators, from external and internal sources of information, that an asset or CGU may be impaired, thereby requiring adjustment to the carrying value. The Company identified the sustained decrease in market capitalization and change in Arizona licensing regulations as an indicator of impairment during the year ended December 31, 2019. As a result of these impairment indicators, the Company assessed the intangible assets and goodwill for impairment at the group of synergistic CGUs level and concluded that the recoverable value of the Sun Valley CGU as a whole (comprising of multiple locations) was less than its carrying value and an impairment loss was recognized on intangible assets and goodwill. v. Revenue recognition a. Determination of performance obligations The Company applied judgement to determine if a good or service that is promised to a customer is distinct based on whether the customer can benefit from the good or service on its own or together with other readily available resources and whether the good or service is separately identifiable. Based on these criteria, the Company determined the primary performance obligation relating to its sales contracts is the delivery of the medical services or sale of product, each representing a single performance obligation with consideration allocated accordingly. b. Transfer of control Judgement is required to determine when transfer of control occurs relating to the medical services to its customers. Management based its assessment on a number of indicators of control, which include, but are not limited to whether the Company has present right of payment, whether delivery of medical services has occurred and whether the physical possession of the goods, significant risks and rewards and legal title have been transferred to the customer. vi. Expected credit losses In calculating the expected credit loss on financial instruments, management is required to make a number of judgments including the probability of possible outcomes with regards to credit loss, the discount rate to use for time value of money and whether the financial instrument’s credit risk has increased significantly since initial recognition. vii. Current and deferred taxes The Company’s provision for income taxes is estimated based on the expected annual effective tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The current and deferred components of income taxes are estimated based on forecasted movements in temporary differences. Changes to the expected annual effective tax rate and differences between the actual and expected effective tax rate and between actual and forecasted movements in temporary differences will result in adjustments to the Company’s provision for income taxes in the period changes are made and/or differences are identified. In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. Forecasted cash flows from operations are based on patient visits, which are internally developed and reviewed by management. Weight is attached to tax planning opportunities that are within the Company’s control, and are feasible and implementable without significant obstacles. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on individual facts and circumstances of the relevant tax position evaluated in light of all available evidence. viii. Equity-settled share-based payments Share-based payments are measured at fair value. Options and warrants are measured using the Black-Scholes option pricing model based on estimated fair values of all share-based awards at the date of grant and are expensed to the consolidated statement of loss and comprehensive loss over each award’s vesting period. The Black-Scholes option pricing model utilizes subjective assumptions such as expected price volatility and expected life of the option. Changes in these input assumptions can significantly affect the fair value estimate. ix. Warrant liability and conversion feature Warrant liability and conversion feature are measured at fair value using the Black-Scholes option pricing model based on estimated fair values at the date of grant and revalued at period end to the consolidated statement of loss and comprehensive loss over the life of the instruments. The Black-Scholes option pricing model utilizes subjective assumptions such as expected price volatility and expected life of the option. Changes in these input assumptions can significantly affect the fair value estimate. x. Contingencies Due to the nature of the Company’s operations, various legal and tax matters can arise from time to time. In the event that management’s estimate of the future resolution of these matters’ changes, the Company will recognize the effects of the changes in its consolidated financial statements for the period in which such changes occur. xi. Leases as a result of adopting IFRS 16 Identifying whether a contract includes a lease IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset. The Company had to apply judgment on certain factors, including whether the supplier has substantive substitution rights, does the Company obtain substantially all of the economic benefits and who has the right to direct the use of that asset. Incremental borrowing rate When the Company recognizes a lease, the future lease payments are discounted using the Company’s incremental borrowing rate. This significant estimate impacts the carrying amount of the lease liabilities and the interest expense recorded on the consolidated statement of loss and comprehensive loss. Estimate of lease term When the Company recognizes a lease, it assesses the lease term based on the conditions of the lease and determines whether it will extend the lease at the end of the lease contract or exercise an early termination option. As it is not reasonably certain that the extension or early termination options will be exercised, the Company determined that the term of its leases are the lesser of original lease term or the life of the leased asset. This significant estimate could affect future results if the Company extends the lease or exercises an early termination option. xii. Business combinations Judgment is used in determining whether an acquisition is a business combination or an asset acquisition. In a business combination, all identifiable assets, liabilities and contingent liabilities acquired are recorded at their fair values. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities including assessing the fair value of any favourable or unfavorable lease terms. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. |
Foreign currency translation | In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (“foreign currencies”) are translated at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates prevailing at that date. Exchange gains and losses are recognized on a net basis in on the consolidated statement of loss and comprehensive loss for the year. |
Cash | Cash consists of cash at banks and on hand. |
Inventory | Inventories are valued initially at cost and subsequently at the lower of cost and net realizable value. All direct and indirect costs related to inventory are capitalized as they are incurred. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Cost is determined using the weighted average cost basis. Products for resale and supplies and consumables are valued at the lower of cost and net realizable value. The Company reviews inventory for obsolete and slow-moving goods and any such inventory is written down to net realizable value. Inventory consists entirely of finished goods, there are no reserves taken against inventory and the amount of inventory expensed in cost of goods sold is $12,985. |
Property and equipment | Equipment is measured at cost less accumulated depreciation and impairment losses. Cost includes the purchase price, any costs directly attributable to bringing equipment to the location and condition necessary for it to be capable of operating in the manner intended by management and the estimated site reclamation and closure costs associated with removing the asset, and, where applicable, borrowing costs. Upon sale or abandonment of any equipment, the cost and related accumulated depreciation and impairment losses are written off and any gains or losses thereon are recognized in profit or loss for the period. When the parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment. The cost of replacing or overhauling a component of an item of equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced component is derecognized. Maintenance and repairs of a routine nature are charged to profit or loss as incurred. |
Intangible assets | Intangible assets are stated at cost less accumulated depreciation and impairment losses. Cost includes the purchase price, any costs directly attributable to bringing the intangible asset to the condition necessary for it to be capable of operating in the manner intended by management and, where applicable, borrowing costs. Upon sale or abandonment of any intangible asset, the cost and related accumulated depreciation and impairment losses are written off and any gains or losses thereon are recognized in profit or loss for the period. |
Depreciation | Depreciation and amortization is provided using the straight-line basis over the following terms: Furniture and equipment 3 - 5 years Leasehold improvements 5 years Right of use 1 – 5 years Patient records 5 years Trademarks and domain names 5 years Management software 5 years Depreciation commences on the date the asset is available for use. An asset’s residual value, useful life and amortization method are reviewed at each financial year end and adjusted if appropriate. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment. Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount of the equipment and are recognized in consolidated statement of loss and comprehensive loss. |
Assets held for sale | Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured as the lower of their carrying amount and fair value less costs to sell. |
Provisions | A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Constructive obligations are obligations that derive from the Company’s actions where: ● by an established pattern of past practice, published policies or a sufficiently specific current statement, the Company has indicated to other parties that it will accept certain responsibilities; and, ● as a result, the Company has created a valid expectation on the part of those other parties that it will discharge those responsibilities. Provisions are reviewed at the end of each reporting period and adjusted to reflect management’s current best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed. Provisions are reduced by actual expenditures for which the provision was originally recognized. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The accretion of the discount is charged to the consolidated statement of loss and comprehensive loss. |
Convertible debentures | The convertible debentures were determined to be compound instruments, comprising a financial liability (debt obligation) and derivative liability component (conversion option). As the debentures are convertible into units, each comprising a common share and a warrant, the debt and conversion feature are presented separately. The conversion option is classified as a derivative liability under the principles of IFRS 9 - Financial Instruments Financial Instruments: Presentation The conversion option is recognized at fair value using the Black-Scholes option pricing model and the listed trading price at the date of issue. The conversion option is initially recorded as a liability at fair value with any subsequent changes in fair value recognized in the consolidated statement of loss and comprehensive loss. Using the residual method, the carrying amount of the financial liability component is the difference between the principal amount and the initial carrying value of the conversion option. The debentures, net of the derivative lability component is accreted using the effective interest rate method over the term of the debentures, such that the carrying amount of the financial liability will equal the principal balance at maturity. Upon exercise of the convertible debentures, the conversion option is revalued at the date of exercise and the total fair value of the conversion option and the carrying value of debt is allocated between the warranty liability and equity. |
Share-based payments | Certain employees and directors of the Company receive a portion of their remuneration in the form of share options. The fair value of the share options, determined at the date of the grant, is charged to the consolidated statement of loss and comprehensive loss, with an offsetting credit to reserves, over the vesting period. If and when the share options are exercised, the applicable original amounts of reserves are transferred to issued capital. The fair value of a share-based payment is determined at the date of the grant. The estimated fair value of share options is measured using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the expected term of the option and share price volatility. The expected term of options granted is determined based on historical data on the average hold period before exercise, expiry or cancellation. Expected volatility is estimated with reference to the historical volatility of the share price of the Company. These estimates involve inherent uncertainties and the application of management’s judgement. The costs of share-based payments are recognized over the vesting period of the option. The total amount recognized as an expense is adjusted to reflect the number of options expected to vest at each reporting date. At each reporting date prior to vesting, the cumulative compensation expense representing the extent to which the vesting period has passed and management’s best estimate of the share options that are ultimately expected to vest is computed. The movement in cumulative expense is recognized on the consolidated statement of loss and comprehensive loss with a corresponding entry to reserves. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued if it is determined that the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. No expense is recognized for share options that do not ultimately vest. Charges for share options that are forfeited before vesting are reversed from reserves and credited to the consolidated statement of loss and comprehensive loss. For those share options that expire unexercised after vesting, the recorded value remains in reserves. |
Share purchase warrants | Share purchase warrants are classified as a derivative liability under the principles of IFRS 9 - Financial Instruments Financial Instruments: Presentation These types of share purchase warrants are recognized at fair value using the Black-Scholes option pricing model or the listed trading price at the date of issue. Share purchase warrants are initially recorded as a liability at fair value with any subsequent changes in fair value recognized on the consolidated statement of loss and comprehensive loss. Upon exercise of the share purchase warrants with exercise prices in a currency other than the Company’s functional currency, the share purchase warrants are revalued at the date of exercise and the total fair value of the exercised share purchase warrants is reallocated to equity. The proceeds generated from the payment of the exercise price are also allocated to equity. |
Issued capital | Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity. Share issue costs incurred in advance of share subscriptions are recorded as non-current deferred assets. Share issue costs related to uncompleted share subscriptions are expensed in the period they are incurred. The Company records proceeds from share issuances net of issue costs and any tax effects. Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the Company’s shares on the Canadian Securities Exchange on the date of the agreement to issue the shares or the date of share issuance, whichever is more appropriate. The proceeds from the issue of units is allocated between common shares and common share purchase warrants as follows: the fair value of the common share purchase warrants is determined using the Black-Scholes pricing model and the residual, if any is allocated to issued capital. |
Shares held in escrow | The Company has issued common shares held in escrow as a part of a compensation arrangement. The fair value of the escrowed shares is recognized as salaries and benefits expense with a corresponding credit to reserves as the common shares vest. Upon release from escrow, the amounts previously recognized in reserves are recorded as an increase to share capital. The Company has issued common shares held in escrow as a part of the Sun Valley acquisition. The fair value of the escrowed shares is recognized as consideration. |
Financial assets | Classification of financial assets Amortized cost: Financial assets that meet the following conditions are measured subsequently at amortized cost: ● The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and ● The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. Interest income is recognized using the effective interest method. The Company has classified cash at FVTPL and promissory note at amortized cost. Fair value through other comprehensive income ("FVTOCI"): Financial assets that meet the following conditions are measured at FVTOCI: ● The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and, ● The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Company does not currently hold any financial instruments designated as FVTOCI. Equity instruments designated as FVTOCI: On initial recognition, the Company may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments that would otherwise be measured at fair value through profit or loss to present subsequent changes in fair value in other comprehensive income. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination. Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other OCI. The cumulative gain or loss is not reclassified to the consolidated statement of loss and comprehensive loss on disposal of the equity instrument, instead, it is transferred to deficit. The Company does not currently hold any equity instruments designated as FVTOCI. Financial assets measured subsequently at fair value through profit or loss: By default, all other financial assets are measured subsequently at FVTPL. The Company, at initial recognition, may also irrevocably designate a financial asset as measured at FVTPL if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. Financial assets measured at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized on the consolidated statement of loss and comprehensive loss to the extent they are not part of a designated hedging relationship. |
Financial liabilities and equity | Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized on the consolidated statement of loss and comprehensive loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Classification of financial liabilities Financial liabilities that are not contingent consideration of an acquirer in a business combination, held for trading or designated as at FVTPL, are measured at amortized cost using effective interest method. The Company’s financial liabilities measured at amortized cost are accounts payable, notes payable, convertible debentures payable, secured loan payable and convertible notes payable. The Company’s financial liabilities measured at FVTPL are warrant liability and conversion feature. |
Financial instruments designated as hedging instruments | The Company does not currently apply nor have a past practice of applying hedge accounting to financial instruments. |
Impairment of financial assets | The expected loss model (“ECL”) applies to financial assets measured at amortized cost, contract assets and debt investments measured at FVOCI. The ECL model applies to the Company’s promissory note receivable (Note 6). To assess credit losses, the Company considers a broad range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions and forecasts that affect the expected collectability of future cash flows of the instrument. In applying this forward-looking approach, the Company separates instruments into the below categories: 1. financial instruments that have not deteriorated significantly since initial recognition or that have low credit risk; 2. financial instruments that have deteriorated significantly since initial recognition and whose credit loss is not low; or 3. financial instruments that have objective evidence of impairment at the reporting date. 12-month expected credit losses are recognized for the first category while ‘lifetime expected credit losses’ are recognized for the second category. For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest rate. Financial assets, other than those at FVTPL and amortized cost, are assessed for indicators of impairment at each reporting period. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. |
Impairment of non-financial assets | At each reporting date, the Company reviews the carrying amounts of its non-financial assets to determine whether there are any indications of impairment. If any such indication exists such as an increase in operating costs or a decrease in the number of patient visits, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. In determining the recoverable amount, the Company compares the carrying amount of the asset or CGU. Where the asset does not generate cash inflows that are independent from other assets, the Company estimates the recoverable amount of the CGU to which the asset belongs. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. The recoverable amount is determined as the higher of fair value less costs of disposal and the asset’s value in use. Fair value is determined with reference to discounted estimated future cash flow analysis or to recent transactions involving dispositions of similar properties. In assessing value in use, the estimated future cash flows are discounted to their present value. The pre-tax discount rate applied to the estimated future cash flows measured on a value in use basis reflects current market assessments of the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted. If the carrying amount of an asset or CGU exceeds its recoverable amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment loss is recognized as a charge to profit or loss. Non-financial assets that have been impaired are tested for possible reversal of the impairment whenever events or changes in circumstance indicate that the impairment may have reversed. Where an impairment, other than goodwill impairment, subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, but only so that the increased carrying amount does not exceed the carrying amount that would have been determined (net of depletion and depreciation) had no impairment loss been recognized for the asset or CGU in prior periods. A reversal of impairment is recognized as a gain in the statement of loss or comprehensive loss. Goodwill impairment losses are not reversed. |
Taxes | i. Current tax expense Current tax is the expected tax payable or receivable on the taxable earnings or loss for the period. Current tax for each taxable entity in the Company is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the reporting date and includes adjustments to tax payable or recoverable in respect of previous periods. ii. Deferred tax expense Deferred tax is accounted for using the balance sheet liability method, providing for the tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred tax liabilities are recognized for all taxable temporary differences except where the deferred tax liability arises from the initial recognition of goodwill, or the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting earnings nor taxable earnings or loss. Deferred tax assets are recognized for all deductible temporary differences, carry forwards of unused tax losses and tax credits, to the extent that it is probable that taxable earnings will be available against which the deductible temporary differences, and the carry forward of unused tax losses can be utilized, except where the deferred tax asset related to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting earnings nor taxable earnings or loss. The carrying amounts of deferred tax assets are reviewed at each reporting date and are adjusted to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be utilized. To the extent that an asset not previously recognized fulfills the criteria for recognition, a deferred tax asset is recorded. Deferred tax is measured on an undiscounted basis using the tax rates that are expected to apply in the period when the liability is settled or the asset is realized, based on tax rates and tax laws enacted or substantially enacted at the reporting date. Current and deferred tax relating to items recognized directly in equity are recognized in equity and not in earnings or loss. |
Income (loss) per share | Basic earnings (loss) per share (“EPS”) is calculated by dividing the income (loss) and comprehensive income (loss) of the Company by the basic weighted average number of common shares outstanding during the period. For purposes of calculating diluted EPS, the proceeds from the potential exercise of dilutive share options and share purchase warrants with exercise prices that are below the average market price of the underlying shares are assumed to be used in purchasing the Company’s common shares at their average market price for the period. Share options and share purchase warrants are included in the calculation of diluted EPS only to the extent that the market price of the common shares exceeds the exercise price of the share options or share purchase warrants except where such conversion would be anti-dilutive. |
Revenue recognition | Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for services rendered, stated net of discounts. The Company recognizes revenue when delivery of medical services has occurred and when the physical possession of the goods and significant risks and rewards and legal title have been transferred to the customer. The Company recognizes revenue from the rendering of patient services in the accounting period in which the physician’s services are rendered and recognizes revenue from the sale of goods when physical possession of the goods has transferred to the customer. Revenues are recorded net of discounts provided to patients. |
Related party transactions | Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. |
NOTE 2_ BASIS OF PREPARATION (T
NOTE 2: BASIS OF PREPARATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 2 Basis Of Preparation | |
List of subsidiaries | Name of subsidiary Country of Incorporation Percentage Ownership Functional Currency Principal Activity S.M.A.A.R.T. Holdings Inc. USA 100 % USD Holding company Empower Healthcare Corp. Canada 100 % USD Holding company Empower Healthcare Corp. USA 100 % USD Clinic operations SMAART, Inc. USA 100 % USD Holding company The Hemp and Cannabis Co. (1) USA 100 % USD Holding company THCF Access Point (1) USA 100 % USD Holding company Empower Healthcare Assets Inc.(2) USA 100 % USD Holding company Sun Valley Heath Holdings, LLC (3) USA 100 % USD Holding company Sun Valley Health Franchising, LLC (3) USA 100 % USD Clinic operations Sun Valley Health, LLC (3) USA 100 % USD Clinic operations Sun Valley Health West, LLC (3) USA 100 % USD Clinic operations Sun Valley Health Tucson, LLC (3) USA 100 % USD Clinic operations Sun Valley Health Mesa, LLC (3) USA 100 % USD Clinic operations Sun Valley Alternative Health Centres NV, LLC (3) USA 100 % USD Clinic operations (1) These companies were inactive during the year ended December 31, 2019. (2) This Company was incorporated on April 27, 2019. (3) These Companies were acquired as part of the Sun Valley acquisition on April 30, 2019 (note 5) |
NOTE 3_ SIGNIFICANT ACCOUNTIN_3
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of voluntary change in accounting policy [abstract] | |
Lease liability reconciliation | Operating lease commitments as at December 31, 2018 $ 180,696 Weighted average incremental borrowing rate as at January 1, 2019 6 % Lease liability as at January 1, 2019 $ 138,444 |
Schedule of estimated useful life | Furniture and equipment 3 - 5 years Leasehold improvements 5 years Right of use 1 – 5 years Patient records 5 years Trademarks and domain names 5 years Management software 5 years |
NOTE 4_ THE TRANSACTION (Tables
NOTE 4: THE TRANSACTION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 5 Transaction | |
Disclosure of detailed information about Transaction | Consideration - shares $ 614,415 Legal and professional fees relating to the Transaction 365,871 Net liabilities acquired 328,522 Listing fee $ 1,308,808 Fair value of the net assets (liabilities) of Adira Cash $ 13,000 Accounts payable and accrued liabilities (341,522 ) $ (328,522 ) |
NOTE 5_ ACQUISITION OF SUN VA_2
NOTE 5: ACQUISITION OF SUN VALLEY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of detailed information about business combination [abstract] | |
Historical financial information | Assets Acquired Cash and cash equivalents $ 94,090 Accounts receivable 366 Security deposits 19,753 Property and equipment 124,811 Right-of-use assets 431,544 Patient list 171,243 Brands 184,996 1,026,803 Liabilities Assumed Accounts payable and accrued liabilities 35,281 Lease liabilities 431,544 Net assets at fair value, as at April 30, 2019 559,978 Consideration Fair value of 7,703,543 common shares issued 1,001,458 Fair value of 14,705,882 Escrow Shares issued 1,142,108 Cash 787,318 Promissory note 123,709 Total Consideration 3,054,593 Goodwill $ 2,494,615 |
NOTE 7_ PROPERTY AND EQUIPMENT
NOTE 7: PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Property and equipment | Right of use Empower clinics Right of use Sun Valley clinics Right of use CBD extraction facility Furniture and equipment Leasehold improvements Total Cost Balance, December 31, 2016 $ — $ — $ — $ 15,000 $ — $ 15,000 Expenditures — — — 11,598 20,000 31,598 Balance, December 31, 2017 — — — 26,598 20,000 46,598 Expenditures — — — 1,762 98,465 100,227 Balance, December 31, 2018 — — — 28,360 118,465 146,825 Adoption of IFRS 16 324,972 — — — — 324,972 Acquisition of Sun Valley — 431,544 — 32,952 91,859 556,355 Additions during the year 23,006 — 402,533 3,828 — 429,367 Impairment (79,125 ) — — (2,610 ) (114,517 ) (196,252 ) Write off (245,847 ) — — (25,750 ) (3,949 ) (275,546 ) Balance, December 31, 2019 $ 23,006 $ 431,544 $ 402,533 $ 36,780 $ 91,858 $ 985,721 Accumulated amortization Balance, December 31, 2016 $ — $ — $ — $ (6,602 ) $ — $ (6,602 ) Amortization — — — (3,868 ) — (3,868 ) Balance, December 31, 2017 — — — (10,470 ) — (10,470 ) Amortization — — — (9,295 ) — (9,295 ) Balance, December 31, 2018 — — — (19,765 ) — (19,765 ) Adoption of IFRS 16 (196,479 ) — — — — (196,479 ) Amortization (57,991 ) (107,265 ) (31,307 ) (13,164 ) (37,873 ) (247,600 ) Write off 245,847 — — 25,750 3,949 275,546 Balance, December 31, 2019 $ (8,623 ) $ (107,265 ) $ (31,307 ) $ (7,179 ) $ (33,924 ) $ (188,298 ) Carrying amount Balance, December 31, 2017 $ — $ — $ — $ 16,128 $ 20,000 $ 36,128 Balance, December 31, 2018 — — — 8,595 118,465 127,060 Balance, December 31, 2019 $ 14,383 $ 324,279 $ 371,226 $ 29,601 $ 57,934 $ 797,423 |
Impairment | As at December 31, 2019 Chicago lease Spokane lease Total Cost $ 255,859 $ 69,113 $ 324,972 Less: Accumulated depreciation (184,787 ) (61,060 ) (245,847 ) Impairment $ 71,072 $ 8,053 $ 79,125 |
NOTE 8_ INTANGIBLE ASSETS (Tabl
NOTE 8: INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of detailed information about intangible assets [abstract] | |
Disclosure of detailed information about intangible assets | Patient records Brands, trademarks and domain names Management software Total Cost Balance, December 31, 2016 and 2017 $ 292,093 $ 141,000 $ 73,000 $ 506,093 Impairment — (42,300 ) (21,900 ) (64,200 ) Balance, December 31, 2018 292,093 98,700 51,100 441,893 Additions during the year 171,243 184,996 — 356,239 Impairment (73,756 ) (20,001 ) — (93,757 ) Balance, December 31, 2019 $ 389,580 $ 263,695 $ 51,100 $ 704,375 Accumulated amortization Balance, December 31, 2016 $ (92,393 ) $ (42,300 ) $ (21,900 ) $ (156,593 ) Amortization (56,704 ) (28,200 ) (14,600 ) (99,504 ) Balance, December 31, 2017 (149,097 ) (70,500 ) (36,500 ) (256,097 ) Amortization (71,379 ) (28,200 ) (14,600 ) (114,179 ) Balance, December 31, 2018 (220,476 ) (98,700 ) (51,100 ) (370,276 ) Amortization (79,459 ) — — (79,459 ) Balance, December 31, 2019 $ (299,935 ) $ (98,700 ) $ (51,100 ) $ (449,735 ) Carrying amount Balance, December 31, 2017 $ 142,996 $ 70,500 $ 36,500 $ 249,996 Balance, December 31, 2018 $ 71,617 $ — $ — $ 71,617 Balance, December 31, 2019 $ 89,645 $ 164,995 $ — $ 254,640 |
Goodwill | Total Balance, December 31, 2016, 2017 and 2018 $ - Additions during the year 2,494,615 Impairment (2,377,397 ) Balance, December 31, 2019 $ 117,218 |
NOTE 9_ ASSETS HELD FOR SALE (T
NOTE 9: ASSETS HELD FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 8 Assets Held For Sale | |
Disclosure of detailed information about assets held for sale | Facility Portland Land Portland Total Cost Balance, December 31, 2016 $ 70,297 $ 119,703 $ 190,000 Expenditures Balance, December 31, 2017 70,297 119,703 190,000 Impairment loss (20,151 ) (36,921 ) (57,072 ) Balance, December 31, 2018 50,146 82,782 132,928 Disposal (50,146 ) (82,782 ) (132,928 ) Balance, December 31, 2019 $ $ $ Accumulated amortization Balance, December 31, 2016, 2017 and 2018 $ (4,956 ) $ $ (4,956 ) Disposal 4,956 4,956 Balance, December 31, 2019 $ $ $ Carrying amount Balance, December 31, 2017 $ 65,341 $ 119,703 $ 185,044 Balance, December 31, 2018 45,190 82,782 127,972 Balance, December 31, 2019 $ $ $ |
NOTE 10_ ACCOUNTS PAYABLE AND_2
NOTE 10: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 9 Accounts Payable And Accrued Liabilities | |
Disclosure of detailed information about accounts payable and accrued liabilities | As at December 31, 2019 2018 Trade payables and accrued liabilities $ 1,367,253 $ 1,274,885 Payroll liabilities 507,737 280,007 $ 1,874,990 $ 1,554,892 |
NOTE 11_ NOTES PAYABLE (Tables)
NOTE 11: NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 11 Notes Payable | |
Disclosure of detailed information about notes payable | As at December 31, 2019 2018 2017 Balance, beginning of period $ 760,715 $ 404,370 $ 87,016 Converted to convertible debentures (a) (62,131 ) Repayment (b) (31,000 ) Issue of notes payable (c)(d)(e)(f)(g)(h)(i)(j) 321,935 495,449 399,985 Converted to shares (c)(d) (186,942 ) (167,000 ) Realized foreign exchange gain (2,267 ) Unrealized foreign exchange gain (10,916 ) Accretion expense 12,337 Interest expense 75,029 27,896 10,500 Balance, end of period 969,891 760,715 404,370 Less: non-current portion of notes payable (g) (150,271 ) Current portion of notes payable $ 969,891 $ 610,444 $ 404,370 |
NOTE 12_ CONVERTIBLE NOTES PA_2
NOTE 12: CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 12 Convertible Notes Payable | |
Convertible notes payable | As at December 31, 2019 2018 2017 Balance, beginning of period $- $- $- Issue of notes payable 188,893 Unrealized foreign exchange loss 3,596 Interest expense 228 Balance, end of period 192,717 Less: non-current portion of notes payable Current portion of notes payable $ 192,717 $ $ |
NOTE 13_ SECURED LOAN PAYABLE (
NOTE 13: SECURED LOAN PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 13 Secured Loan Payable | |
Disclosure of detailed information about secured loan payable | As at December 31, 2019 2018 2017 Balance, beginning of period $ 717,460 $ 676,849 $ 638,537 Interest 44,251 40,611 38,312 Balance, end of period $ 761,711 $ 717,460 $ 676,849 |
NOTE 14_ CONVERTIBLE DEBENTUR_2
NOTE 14: CONVERTIBLE DEBENTURES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 14 Convertible Debentures | |
Disclosure of detailed information about convertible debentures | As at December 31, 2019 2018 2017 Balance, beginning of period $ 274,466 $ 1,835,225 $ 468,329 Proceeds from Issuance of convertible debentures (a)(b)(c)(d)(e)(f)(g)(h)(i) 753,491 442,437 1,621,791 Amount allocated to conversion option (a)(b)(c)(d)(e)(f)(g)(h) (i) (753,491 ) (172,386 ) (1,047,347 ) Amount converted to units (a)(b)(c)(d)(e)(f)(g)(h) (2,129,728 ) Unrealized foreign exchange loss 5,564 Interest expense 45,112 57,397 125,079 Accretion expense 102,178 241,521 667,373 $ 427,320 $ 274,466 $ 1,835,225 |
Conversion feature | For the year ended December 31, 2019 2018 2017 Balance, beginning of period $ 22,565 $ 1,015,997 $ Amount allocated to conversion option (a)(b)(c)(d)(e)(f)(g)(h) (i) 753,491 172,386 1,015,997 Amount converted to units (a)(b)(c)(d)(e)(f)(g)(h) (189,735 ) (298,247 ) Gain on change in fair value of conversion feature (583,526 ) (890,136 ) $ 2,795 $ 22,565 $ 1,015,997 |
Fair value of the conversion feature | Grant Date Expected Life (years) Unit Price Expected Volatility Risk-Free Rate Grant Date Fair Value March 1, 2017 1 $ 0.0056 $ (C0.0075 ) 100.0 % 0.76 % $ 662,061 June 26, 2017 1 $ 0.0056 $ (C0.0075 ) 100.0 % 0.76 % $ 82,332 July 31, 2017 1 $ 0.0056 $ (C0.0075 ) 100.0 % 0.76 % $ 72,831 July 31, 2017 1 $ 0.0056 $ (C0.0075 ) 100.0 % 0.76 % $ 169,959 July 31, 2017 1 $ 0.0056 $ (C0.0075 ) 100.0 % 0.76 % $ 34,832 August 22, 2017 1 $ 0.0056 $ (C0.0075 ) 100.0 % 0.76 % $ 25,332 September 27, 2018 1 $ 0.14 $ (C0.18 ) 100.0 % 1.85 % $ 172,386 April 2, 2019 1 $ 0.20 $ (C0.27 ) 100.0 % 1.57 % $ 599,460 May 3, 2019 1 $ 0.24 $ (C0.32 ) 100.0 % 1.67 % $ 154,031 |
Assumptions | Grant Date Expected Life (years) Unit Price Expected Volatility Risk-Free Rate Grant Date Fair Value December 31, 2018 0.74 $ 0.07 $ (C0.095 ) 100.0 % 1.85 % $ 22,565 December 31, 2019 0.25 -0.34 $ 0.03 $ (C0.04 ) 100.0 % 1.71 % $ 2,795 |
NOTE 15_ LEASE LIABILITY (Table
NOTE 15: LEASE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Lease liabilities [abstract] | |
Lease liabilities reconciliation | Operating lease commitments as at December 31, 2018 $ 180,696 Weighted average incremental borrowing rate as at January 1, 2019 6 % Lease liability as at January 1, 2019 $ 138,444 |
Lease liability | Empower clinics Sun Valley clinics CBD extraction facility Total Balance, December 31, 2018 $ $ $ $ Adoption of IFRS 16 138,444 138,444 Additions 23,006 431,544 406,263 860,813 Interest expense 4,318 13,404 7,955 25,677 Payments (64,681 ) (112,798 ) (26,233 ) (203,712 ) Termination of leases (86,326 ) (86,326 ) Balance, September 30, 2019 $ 14,761 $ 332,150 $ 387,985 $ 734,896 Less: non-current portion of lease liability 3,060 174,681 337,355 515,096 Current portion of lease liability $ 11,701 $ 157,469 $ 50,630 $ 219,800 |
NOTE 16_ WARRANT LIABILITY (Tab
NOTE 16: WARRANT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of financial liabilities [abstract] | |
Schedule of warrant liability | Issuance Expiry Date Exercise Price Warrants Outstanding Warrant Liability Convertible Debt Conversion (1) April 23, 2020 $ C0.39 $0.30 11,373,368 1,306,894 Note conversion (2) April 23, 2020 $ C0.39 $0.30 268,817 30,822 Shares issued (3) June 11, 2019 $ C0.36 $0.28 2,000,000 287,961 Note conversion (4) October 22, 2019 $ C0.36 $0.28 517,132 52,433 Shares issued (5) October 22, 2019 $ C0.36 $0.28 312,903 12,310 Convertible Debt Conversion (6) December 14, 2020 $ C0.19 $0.14 422,678 14,177 Change in fair value of warrant liability (1,598,425 ) As at December 31, 2018 June 11, 2019 $ C0.36 $0.28 14,894,898 106,172 Expiry (3) October 22, 2019 $ C0.36 $0.28 (2,000,000 ) Expiry (4) October 22, 2019 $ C0.36 $0.28 (517,132 ) Expiry (5) December 14, 2020 $ C0.19 $0.14 (312,903 ) Exercise (6) June 11, 2019 $ C0.36 $0.28 (422,678 ) (18,847 ) Shares issued (7) April 2, 2021 $ C0.16 $0.12 21,115,000 1,521,921 Shares issued (8) May 3, 2021 $ C0.16 $0.12 5,762,500 429,109 Convertible Debt Conversion (9) July 22, 2021 $ C0.16 $0.12 1,018,245 42,749 Convertible Debt Conversion (10) August 12, 2021 $ C0.16 $0.12 928,817 33,745 Convertible Debt Conversion (11) August 19, 2021 $ C0.16 $0.12 929,864 28,973 Convertible Debt Conversion (12) August 26, 2021 $ C0.16 $0.12 909,090 23,992 Convertible Debt Conversion (13) September 13, 2021 $ C0.16 $0.12 102,696 1,800 Convertible Debt Conversion (14) September 20, 2021 $ C0.16 $0.12 102,812 2,479 Marketing services agreement (15) September 22, 2022 $ C0.31 $0.24 3,746,080 Change in fair value of warrant liability (2,065,781 ) As at December 31, 2019 46,257,289 106,312 |
NOTE 17_ EQUITY (Tables)
NOTE 17: EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of classes of share capital [abstract] | |
Share capital | Issuance Note Number of Common Shares Total Consideration Warrant Liability Share Capital Balance, December 31, 2016 16,100,000 $ 248,500 January 2017 rights offering (xxxiii) 32,237,225 $ 302,244 $ 302,244 Balance, December 31, 2017 48,337,225 550,744 RTO Issuance (xxii) 2,544,075 614,415 614,415 April 23, 2018 Rights offering (xxv) 8,443,473 2,020,357 2,020,357 October 23, 2018 private placement (xxix) 312,903 84,248 12,310 71,938 Conversion of convertible debt (xxiii) 11,373,368 2,312,444 1,306,894 1,005,550 Conversion of convertible debt (xxxii) 422,678 18,990 14,177 4,813 Conversion of promissory notes payable (xxiv) 268,817 50,000 30,822 19,178 Conversion of notes payable (xxviii) 517,132 190,334 52,433 137,901 Shares issued for marketing services agreement (xxvi) 2,000,000 477,180 287,961 189,219 Shares issued for services (xxx) 423,076 92,856 92,856 Shares issued to former CEO (xxvii) 2,000,000 477,180 477,180 Restructuring (xxxi) 1,204,851 216,873 216,873 Balance, December 31, 2018 77,847,598 5,401,024 Share issued for Sun Valley acquisition (vi) 22,409,425 2,143,566 2,143,566 Share issued for cash (v)(vii)(xiv) 24,452,500 1,829,866 1,773,993 55,873 Share issued for conversion of notes payable (v) 2,500,000 184,291 177,037 7,254 Shares issued for convertible debentures (xiii)(xvii) (xviii)(xix) (xx)(xxi) 3,991,524 189,735 133,738 55,997 Shares issued for compensation (x)(xi) 7,400,000 304,721 304,721 Shares issued for services (vi) 1,500,000 257,041 257,041 Shares issued for settlement of accounts payable (xv)(xvi) 1,686,861 208,153 208,153 Shares cancelled (i)(ii)(xii) (4,657,553 ) (669,236 ) Shares cancelled and to be reissued (ii) (15,239 ) (15,239 ) Shares issued for exercise of warrants (iv) 431,075 42,440 (18,847 ) 61,287 Shares issued to agents (vii)(ix) 136,000 20,255 20,255 Share issue costs (3,386 ) Balance, December 31, 2019 137,697,430 7,827,310 |
Share option transactions | Number of share options Weighted average exercise price ($C) Outstanding, December 31, 2017 3,300,000 0.10 Granted 4,300,000 0.37 Outstanding, December 31, 2018 7,600,000 0.25 Cancelled (4,850,000 ) 0.27 Granted 7,700,000 0.14 Outstanding, December 31, 2019 10,450,000 0.16 Exercisable, December 31, 2019 9,839,573 0.16 |
Share options outstanding and exercisable | Number of options outstanding Weighted average exercise price (C$) Weighted average life of options (years) Number of options exercisable Weighted average exercise price (C$) Weighted average life of options (years) 0.10 1,400,000 0.10 2.01 1,133,333 0.10 1.98 0.14 7,700,000 0.14 4.28 7,400,000 0.14 4.46 0.26 450,000 0.26 3.80 406,240 0.26 3.80 900,000 0.38 3.40 900,000 0.38 3.40 10,450,000 0.16 3.88 9,839,573 0.16 4.04 |
Disclosure of detailed information about share options assumptions | Years ended December 31, 2019 2018 2017 Risk-free interest rate 1.34 % 2.19%-2.37 % 0.76 % Expected life 3-5 years 5 years 5 years Expected volatility 100.0 % 100.0 % 100.0 % Forfeiture rate 0.0 % 0.0 % 0.0 % Dividend rate 0.0 % 0.0 % 0.0 % |
Disclosure of detailed information about share purchase warrants | Number of agent share purchase warrants Weighted average exercise price Outstanding, December 31, 2017 Granted (1) 627,378 $ 0.31 Outstanding, December 31, 2018 627,378 $ 0.31 Granted (2)(3)(4) 877,440 $ 0.16 Outstanding, December 31, 2019 1,504,818 $ 0.24 Exercisable, December 31, 2019 1,504,818 $ 0.24 |
Disclosure of detailed information about fair value of share purchase warrants | Years ended December 31, 2019 2018 2017 Risk-free interest rate 1.56-1.67 % 1.87 % Expected life 2 years 2 years Expected volatility 100.0 % 100.0 % Forfeiture rate 0.0 % 0.0 % Dividend rate 0.0 % 0.0 % |
NOTE 18_ OPERATING EXPENSES (Ta
NOTE 18: OPERATING EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 18 Operating Expenses | |
Operating expenses | Years ended December 31, Note 2019 2018 2017 Salaries and benefits 23 $ 1,985,735 $ 1,786,804 $ 1,205,514 Rent 84,924 272,768 267,272 Advertising and promotion 313,870 306,799 171,814 Telephone and internet 106,841 97,028 Penalties 165,000 Other 277,249 54,282 392,408 $ 2,933,619 $ 2,517,681 $ 2,037,008 |
NOTE 20_ INCOME TAXES (Tables)
NOTE 20: INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 17 Income Taxes | |
Disclosure of detailed information about income tax | Years ended December 31, 2019 2018 2017 Loss before taxes $ (4,301,663 ) $ (3,789,918 ) $ (3,109,921 ) Combined Canadian federal and provincial income tax rates 27 % 27 % 26 % Expected income tax recovery (1,161,450 ) (1,023,280 ) (808,580 ) Items that cause an increase (decrease): Effect of different tax rates in foreign jurisdiction 82,490 35,690 (219,020 ) Non-deductible expenses less other permanent differences (367,360 ) 294,780 10,990 Tax rate changes 8,700 152,650 233,990 Change in prior year estimates (413,020 ) 165,540 Share issuance costs and other (36,010 ) 1,690 (560 ) Change in tax benefits not recognized 1,886,650 538,470 617,640 Income tax recovery $ $ $ |
Disclosure of deferred taxes | As at December 31, 2019 2018 Deferred tax assets: Non-capital losses $ 11,870,240 $ 7,291,370 Property and equipment 31,080 59,640 Intangible assets 485,390 366,070 Right of use assets net of lease liability 25,060 Accrued fees and compensation 264,360 57,380 Share issue costs 340,880 179,640 Capital losses carried forward 5,420 5,420 Unrealized foreign exchange loss 1,880 1,880 Goodwill 2,266,520 Deferred tax assets, net $ 15,290,830 $ 7,961,400 |
NOTE 21_ SUPPLEMENTAL DISCLOS_2
NOTE 21: SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 18 Supplemental Disclosure With Respect To Cash Flows | |
Disclosure of detailed information about non-cash transactions | Years ended December 31, Note 2019 2018 2017 Shares issued for acquisition of Sun Valley 5,17 (a) $ 3,047,682 $ $ Shares issues for compensation 17 (a),23 304,721 Shares returned to treasury (1) 17 (a),23 (477,180 ) Shares returned to treasury (2) 17 (a) (477,180 ) Shares issued as settlement of note payable 11,17 (a) 184,291 Shares issued as settlement of convertible debenture 13,17 (a) 189,735 Shares issued as settlement of accounts payable 10,17 (a) 483,098 Warrants issued to agents 17 (a) 66,405 Shares issued for services 17 (a) 122,932 Shares issued to agents 17 (a) 20,255 Conversion of convertible debt to share purchase warrants 14,16 1,292,265 Shares issued to marketing services company 17 (a) 477,180 Shares issued to former CEO 17 (a),23 477,180 Conversion of notes payable into units 11 114,567 $ 3,464,759 $ 2,361,192 $ |
NOTE 22_ FINANCIAL INSTRUMENT_2
NOTE 22: FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 19 Financial Instruments And Risk Management | |
Summary of assets and liabilities held in foreign currencies | As at December 31, 2019 2018 Canadian dollar net monetary liabilities $ 2,434,448 $ 171,578 $ 2,434,448 $ 171,578 |
NOTE 23_ RELATED PARTY TRANSA_2
NOTE 23: RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of transactions between related parties [abstract] | |
Disclosure of information about key management personnel | Years ended December 31, 2019 2018 2017 Salaries and benefits $ 734,655 $ 1,063,748 $ 221,700 Share-based payments 556,040 892,417 Directors fees 11,250 $ 1,301,945 $ 1,956,165 $ 221,700 |
NOTE 24_ MANAGEMENT OF CAPITAL
NOTE 24: MANAGEMENT OF CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 21 Management Of Capital | |
Disclosure of detailed information about capital | As at December 31, 2019 2018 Equity $ (3,514,913 ) $ (2,996,220 ) Notes payable 969,891 760,715 Convertible debentures payable 427,320 274,466 Secured loan payable 761,711 717,460 (1,355,991 ) (1,243,579 ) Less: Cash (179,153 ) (157,668 ) $ (1,535,144 ) $ (1,401,247 ) |
NOTE 25_ COMMITMENTS AND CONT_2
NOTE 25: COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Note 22 Commitments And Contingencies | |
Disclosure of detailed information about commitments | Total Within 1 year 2 - 5 years Greater than 5 years Maturity analysis of financial liabilities Accounts payables and accrued liabilities $ 1,874,990 $ 1,874,990 $ $ Notes payable 969,891 969,891 Convertible debentures payable 427,320 427,320 Lease liability 734,896 219,800 515,096 Secured loan payable 761,711 761,711 Total financial liabilities $ 4,768,808 $ 4,253,712 $ 515,096 $ |
NOTE 1_ NATURE OF OPERATIONS _2
NOTE 1: NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Note 1 Nature Of Operations And Going Concern | ||
Working capital deficiency | $ (4,185,359) | $ (3,070,900) |
Retained earnings | $ (13,012,319) | $ (9,369,941) |
NOTE 2_ BASIS OF PREPARATION (D
NOTE 2: BASIS OF PREPARATION (Details) | 12 Months Ended |
Dec. 31, 2019 | |
S.M.A.A.R.T. Holdings Inc. | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | USA |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Holding company |
Empower Healthcare Corp. | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | Canada |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Holding company |
Empower Healthcare Corp. | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | USA |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Clinic operations |
SMAART Inc. | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | USA |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Holding company |
The Hemp and Cannabis Co. | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | USA |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Holding company |
THCF Access Point | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | USA |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Holding company |
Empower Healthcare Assets Inc. | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | USA |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Holding company |
Sun Valley Health Holdings LLC | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | USA |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Holding company |
Sun Valley Health Franchising LLC | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | USA |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Clinic operations |
Sun Valley Health LLC | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | USA |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Clinic operations |
Sun Valley Health West LLC | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | USA |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Clinic operations |
Sun Valley Health Tucson LLC | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | USA |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Clinic operations |
Sun Valley Health Mesa LLC | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | USA |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Clinic operations |
Sun Valley Alternative Health Centres NV, LLC | |
Disclosure of subsidiaries [line items] | |
Country of incorporation | USA |
Percentage ownership | 100.00% |
Functional currency | USD |
Principal activity | Clinic operations |
NOTE 3_ SIGNIFICANT ACCOUNTIN_4
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Disclosure of voluntary change in accounting policy [abstract] | |
Operating lease commitments as at December 31, 2018 | $ 180,696 |
Weighted average incremental borrowing rate as at January 1, 2019 | 6.00% |
Lease liability as at January 1, 2019 | $ 138,444 |
NOTE 3_ SIGNIFICANT ACCOUNTIN_5
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
Dec. 31, 2019 | |
Furniture and Equipment | |
DisclosureOfEstimatedUsefulLifeLineItems [Line Items] | |
Estimated useful lives | 3 - 5 years |
Leasehold Improvements | |
DisclosureOfEstimatedUsefulLifeLineItems [Line Items] | |
Estimated useful lives | 5 years |
Right of Use | |
DisclosureOfEstimatedUsefulLifeLineItems [Line Items] | |
Estimated useful lives | 1 - 5 years |
Patient Records | |
DisclosureOfEstimatedUsefulLifeLineItems [Line Items] | |
Estimated useful lives | 5 years |
Trademarks and Domain Names | |
DisclosureOfEstimatedUsefulLifeLineItems [Line Items] | |
Estimated useful lives | 5 years |
Management Software | |
DisclosureOfEstimatedUsefulLifeLineItems [Line Items] | |
Estimated useful lives | 5 years |
NOTE 4_ THE TRANSACTION (Detail
NOTE 4: THE TRANSACTION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
DisclosureOfTransactionLineItems [Line Items] | |||
Legal and professional fees relating to the Transaction | $ 1,015,743 | $ 1,450,141 | $ 1,131,041 |
Listing fee | 0 | (1,308,808) | $ 0 |
Fair value of the net assets (liabilities) of Adira | |||
Cash | 179,153 | $ 157,668 | |
Fair value of the net assets | 559,978 | ||
Adira | |||
DisclosureOfTransactionLineItems [Line Items] | |||
Consideration - shares | 614,415 | ||
Legal and professional fees relating to the Transaction | 365,871 | ||
Net liabilities acquired | 328,522 | ||
Listing fee | 1,308,808 | ||
Fair value of the net assets (liabilities) of Adira | |||
Cash | 13,000 | ||
Accounts payable and accrued liabilities | (341,522) | ||
Fair value of the net assets | $ (328,522) |
NOTE 5_ ACQUISITION OF SUN VA_3
NOTE 5: ACQUISITION OF SUN VALLEY (Details) | Dec. 31, 2019USD ($) |
Assets Acquired | |
Cash and cash equivalents | $ 94,090 |
Accounts receivable | 366 |
Security deposits | 19,753 |
Property and equipment | 124,811 |
Right-of-use assets | 431,544 |
Patient list | 171,243 |
Brands | 184,996 |
Net assets acquired | 1,026,803 |
Liabilities Assumed | |
Accounts payable and accrued liabilities | 35,281 |
Lease liabilities | 431,544 |
Net assets at fair value, as at April 30, 2019 | 559,978 |
Consideration | |
Fair value of 7,703,543 common shares issued | 1,001,458 |
Fair value of 14,705,882 escrow shares issued | 1,142,108 |
Cash | 787,318 |
Promissory note | 123,709 |
Total consideration | 3,054,593 |
Goodwill | $ 2,494,615 |
NOTE 5_ ACQUISITION OF SUN VA_4
NOTE 5: ACQUISITION OF SUN VALLEY (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Disclosure of detailed information about business combination [abstract] | |
Revenues | $ 1,526,383 |
Net loss and comprehensive loss | $ 503,235 |
NOTE 6_ PROMISSORY NOTE (Detail
NOTE 6: PROMISSORY NOTE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Trade and other receivables [abstract] | |||
Interest income | $ 4,977 | $ 0 | $ 0 |
NOTE 7_ PROPERTY AND EQUIPMEN_2
NOTE 7: PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | $ 127,060 | ||
Amortization | (327,059) | $ (123,474) | $ (103,372) |
Impairment | 196,252 | 0 | 0 |
Property and equipment, ending | 797,423 | 127,060 | |
Cost | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 146,825 | 46,598 | 15,000 |
Expenditures | 100,227 | 31,598 | |
Adoption of IFRS 16 | 324,972 | ||
Acquisition of Sun Valley | 556,355 | ||
Additions | 429,367 | ||
Impairment | (196,252) | ||
Write off | (275,546) | ||
Property and equipment, ending | 985,721 | 146,825 | 46,598 |
Cost | Right of use Empower clinics | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 0 | 0 | 0 |
Expenditures | 0 | 0 | |
Adoption of IFRS 16 | 324,972 | ||
Acquisition of Sun Valley | 0 | ||
Additions | 23,006 | ||
Impairment | (79,125) | ||
Write off | (245,847) | ||
Property and equipment, ending | 23,006 | 0 | 0 |
Cost | Right of use Sun Valley clinics | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 0 | 0 | 0 |
Expenditures | 0 | 0 | |
Adoption of IFRS 16 | 0 | ||
Acquisition of Sun Valley | 431,544 | ||
Additions | 0 | ||
Impairment | 0 | ||
Write off | 0 | ||
Property and equipment, ending | 431,544 | 0 | 0 |
Cost | Right of use CBD extraction facility | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 0 | 0 | 0 |
Expenditures | 0 | 0 | |
Adoption of IFRS 16 | 0 | ||
Acquisition of Sun Valley | 0 | ||
Additions | 402,533 | ||
Impairment | 0 | ||
Write off | 0 | ||
Property and equipment, ending | 402,533 | 0 | 0 |
Cost | Furniture and equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 28,360 | 26,598 | 15,000 |
Expenditures | 1,762 | 11,598 | |
Adoption of IFRS 16 | 0 | ||
Acquisition of Sun Valley | 32,952 | ||
Additions | 3,828 | ||
Impairment | (2,610) | ||
Write off | (25,750) | ||
Property and equipment, ending | 36,780 | 28,360 | 26,598 |
Cost | Leasehold Improvements | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 118,465 | 20,000 | 0 |
Expenditures | 98,465 | 20,000 | |
Adoption of IFRS 16 | 0 | ||
Acquisition of Sun Valley | 91,859 | ||
Additions | 0 | ||
Impairment | (114,517) | ||
Write off | (3,949) | ||
Property and equipment, ending | 91,858 | 118,465 | 20,000 |
Accumulated Amortization | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | (19,765) | (10,470) | (6,602) |
Adoption of IFRS 16 | (196,479) | ||
Amortization | (247,600) | (9,295) | (3,868) |
Write off | 275,546 | ||
Property and equipment, ending | (188,298) | (19,765) | (10,470) |
Accumulated Amortization | Right of use Empower clinics | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 0 | 0 | 0 |
Adoption of IFRS 16 | (196,479) | ||
Amortization | (57,991) | 0 | 0 |
Write off | 245,847 | ||
Property and equipment, ending | (8,623) | 0 | 0 |
Accumulated Amortization | Right of use Sun Valley clinics | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 0 | 0 | 0 |
Adoption of IFRS 16 | 0 | ||
Amortization | (107,265) | 0 | 0 |
Write off | 0 | ||
Property and equipment, ending | (107,265) | 0 | 0 |
Accumulated Amortization | Right of use CBD extraction facility | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 0 | 0 | 0 |
Adoption of IFRS 16 | 0 | ||
Amortization | (31,307) | 0 | 0 |
Write off | 0 | ||
Property and equipment, ending | (31,307) | 0 | 0 |
Accumulated Amortization | Furniture and equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | (19,765) | (10,470) | (6,602) |
Adoption of IFRS 16 | 0 | ||
Amortization | (13,164) | (9,295) | (3,868) |
Write off | 25,750 | ||
Property and equipment, ending | (7,179) | (19,765) | (10,470) |
Accumulated Amortization | Leasehold Improvements | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 0 | 0 | 0 |
Adoption of IFRS 16 | 0 | ||
Amortization | (37,873) | 0 | 0 |
Write off | 3,949 | ||
Property and equipment, ending | (33,924) | 0 | 0 |
Carrying Amount | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 127,060 | 36,128 | |
Property and equipment, ending | 797,423 | 127,060 | 36,128 |
Carrying Amount | Right of use Empower clinics | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 0 | 0 | |
Property and equipment, ending | 14,383 | 0 | 0 |
Carrying Amount | Right of use Sun Valley clinics | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 0 | 0 | |
Property and equipment, ending | 324,279 | 0 | 0 |
Carrying Amount | Right of use CBD extraction facility | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 0 | 0 | |
Property and equipment, ending | 371,226 | 0 | 0 |
Carrying Amount | Furniture and equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 8,595 | 16,128 | |
Property and equipment, ending | 29,601 | 8,595 | 16,128 |
Carrying Amount | Leasehold Improvements | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property and equipment, beginning | 118,465 | 20,000 | |
Property and equipment, ending | $ 57,934 | $ 118,465 | $ 20,000 |
NOTE 7_ PROPERTY AND EQUIPMEN_3
NOTE 7: PROPERTY AND EQUIPMENT (Details 1) | Dec. 31, 2019USD ($) |
Disclosure of detailed information about property, plant and equipment [line items] | |
Cost | $ 324,972 |
Less: accumulated depreciation | (245,847) |
Impairment | 79,125 |
Chicago Lease | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Cost | 255,859 |
Less: accumulated depreciation | (184,787) |
Impairment | 71,072 |
Spokane Lease | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Cost | 69,113 |
Less: accumulated depreciation | (61,060) |
Impairment | $ 8,053 |
NOTE 8_ INTANGIBLE ASSETS (Deta
NOTE 8: INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets, beginning | $ 71,617 | ||
Intangible assets, ending | 254,640 | $ 71,617 | |
Cost | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets, beginning | 441,893 | 506,093 | $ 506,093 |
Impairment | (93,757) | (64,200) | |
Additions | 356,239 | ||
Intangible assets, ending | 704,375 | 441,893 | 506,093 |
Cost | Patient Records | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets, beginning | 292,093 | 292,093 | 292,093 |
Impairment | (73,756) | 0 | |
Additions | 171,243 | ||
Intangible assets, ending | 389,580 | 292,093 | 292,093 |
Cost | Trademarks and Domain Names | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets, beginning | 98,700 | 141,000 | 141,000 |
Impairment | (20,001) | (42,300) | |
Additions | 184,996 | ||
Intangible assets, ending | 263,695 | 98,700 | 141,000 |
Cost | Management Software | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets, beginning | 51,100 | 73,000 | 73,000 |
Impairment | 0 | (21,900) | |
Additions | 0 | ||
Intangible assets, ending | 51,100 | 51,100 | 73,000 |
Accumulated Amortization | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets, beginning | (370,276) | (256,097) | (156,593) |
Amortization | (79,459) | (114,179) | (99,504) |
Intangible assets, ending | (449,735) | (370,276) | (256,097) |
Accumulated Amortization | Patient Records | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets, beginning | (220,476) | (149,097) | (92,393) |
Amortization | (79,459) | (71,379) | (56,704) |
Intangible assets, ending | (299,935) | (220,476) | (149,097) |
Accumulated Amortization | Trademarks and Domain Names | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets, beginning | (98,700) | (70,500) | (42,300) |
Amortization | 0 | (28,200) | (28,200) |
Intangible assets, ending | (98,700) | (98,700) | (70,500) |
Accumulated Amortization | Management Software | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets, beginning | (51,100) | (36,500) | (21,900) |
Amortization | 0 | (14,600) | (14,600) |
Intangible assets, ending | (51,100) | (51,100) | (36,500) |
Carrying Amount | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets, beginning | 71,617 | 249,996 | |
Intangible assets, ending | 254,640 | 71,617 | 249,996 |
Carrying Amount | Patient Records | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets, beginning | 71,617 | 142,996 | |
Intangible assets, ending | 89,645 | 71,617 | 142,996 |
Carrying Amount | Trademarks and Domain Names | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets, beginning | 0 | 70,500 | |
Intangible assets, ending | 164,995 | 0 | 70,500 |
Carrying Amount | Management Software | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets, beginning | 0 | 36,500 | |
Intangible assets, ending | $ 0 | $ 0 | $ 36,500 |
NOTE 8_ INTANGIBLE ASSETS (De_2
NOTE 8: INTANGIBLE ASSETS (Details 1) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Disclosure of detailed information about intangible assets [abstract] | |
Goodwill, beginning | $ 0 |
Additions | 2,494,615 |
Impairment | (2,377,397) |
Goodwill, ending | $ 117,218 |
NOTE 8_ INTANGIBLE ASSETS (De_3
NOTE 8: INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of detailed information about intangible assets [line items] | ||
Goodwill impairment | $ (2,377,397) | |
Patient Records and Brand | ||
Disclosure of detailed information about intangible assets [line items] | ||
Impairment loss | $ (93,757) | |
Trademarks, Domain Names and Management Software | ||
Disclosure of detailed information about intangible assets [line items] | ||
Impairment loss | $ (64,200) |
NOTE 9_ ASSETS HELD FOR SALE (D
NOTE 9: ASSETS HELD FOR SALE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cost | |||
DisclosureOfAssetsHeldForSaleLineItems [Line Items] | |||
Assets held for sale, beginning | $ 132,928 | $ 190,000 | $ 190,000 |
Disposal | (132,928) | ||
Expenditure | 0 | ||
Impairment loss | (57,072) | ||
Assets held for sale, ending | 0 | 132,928 | 190,000 |
Cost | Facility Portland | |||
DisclosureOfAssetsHeldForSaleLineItems [Line Items] | |||
Assets held for sale, beginning | 50,146 | 70,297 | 70,297 |
Disposal | (50,146) | ||
Expenditure | 0 | ||
Impairment loss | (20,151) | ||
Assets held for sale, ending | 0 | 50,146 | 70,297 |
Cost | Land Portland | |||
DisclosureOfAssetsHeldForSaleLineItems [Line Items] | |||
Assets held for sale, beginning | 82,782 | 119,703 | 119,703 |
Disposal | (82,782) | ||
Expenditure | 0 | ||
Impairment loss | (36,921) | ||
Assets held for sale, ending | 0 | 82,782 | 119,703 |
Accumulated Amortization | |||
DisclosureOfAssetsHeldForSaleLineItems [Line Items] | |||
Assets held for sale, beginning | (4,956) | (4,956) | (4,956) |
Disposal | 4,956 | ||
Assets held for sale, ending | 0 | (4,956) | (4,956) |
Accumulated Amortization | Facility Portland | |||
DisclosureOfAssetsHeldForSaleLineItems [Line Items] | |||
Assets held for sale, beginning | (4,956) | (4,956) | (4,956) |
Disposal | 4,956 | ||
Assets held for sale, ending | 0 | (4,956) | (4,956) |
Accumulated Amortization | Land Portland | |||
DisclosureOfAssetsHeldForSaleLineItems [Line Items] | |||
Assets held for sale, beginning | 0 | 0 | 0 |
Disposal | 0 | ||
Assets held for sale, ending | 0 | 0 | 0 |
Carrying Amount | |||
DisclosureOfAssetsHeldForSaleLineItems [Line Items] | |||
Assets held for sale, beginning | 127,972 | 185,044 | |
Assets held for sale, ending | 0 | 127,972 | 185,044 |
Carrying Amount | Facility Portland | |||
DisclosureOfAssetsHeldForSaleLineItems [Line Items] | |||
Assets held for sale, beginning | 45,190 | 65,341 | |
Assets held for sale, ending | 0 | 45,190 | 65,341 |
Carrying Amount | Land Portland | |||
DisclosureOfAssetsHeldForSaleLineItems [Line Items] | |||
Assets held for sale, beginning | 82,782 | 119,703 | |
Assets held for sale, ending | $ 0 | $ 82,782 | $ 119,703 |
NOTE 10_ ACCOUNTS PAYABLE AND_3
NOTE 10: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Note 9 Accounts Payable And Accrued Liabilities | ||
Trade payables and accrued liabilities | $ 1,367,253 | $ 1,274,885 |
Payroll liabilities | 507,737 | 280,007 |
Accounts payable and accrued liabilities | $ 1,874,990 | $ 1,554,892 |
NOTE 11_ NOTES PAYABLE (Details
NOTE 11: NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Note 11 Notes Payable | |||
Balance, beginning | $ 760,715 | $ 404,370 | $ 87,016 |
Converted to convertible debentures | 0 | 0 | (62,131) |
Repayment | 0 | 0 | (31,000) |
Issue of notes payable | 321,935 | 495,449 | 399,985 |
Converted to shares | (186,942) | (167,000) | 0 |
Realized foreign exchange gain | (2,267) | 0 | 0 |
Unrealized foreign exchange gain | (10,916) | 0 | 0 |
Accretion expense | 12,337 | 0 | 0 |
Interest expense | 75,029 | 27,896 | 10,500 |
Balance, ending | 969,891 | 760,715 | 404,370 |
Less: non-current portion of notes payable | 0 | (150,271) | 0 |
Current portion of notes payable | $ 969,891 | $ 610,444 | $ 404,370 |
NOTE 12_ CONVERTIBLE NOTES PA_3
NOTE 12: CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Note 12 Convertible Notes Payable | ||||||
Convertible notes payable, beginning | $ 0 | $ 0 | $ 0 | |||
Issue of notes payable | 188,893 | 0 | 0 | |||
Unrealized foreign exchange loss | 3,596 | 0 | 0 | |||
Interest expense | 228 | 0 | 0 | |||
Convertible notes payable, ending | 192,717 | 0 | 0 | |||
Less: non-current portion of notes payable | $ 0 | $ 0 | $ 0 | |||
Current portion of convertible notes payable | $ 0 | $ 0 | $ 0 | $ 192,717 | $ 0 | $ 0 |
NOTE 13_ SECURED LOAN PAYABLE_2
NOTE 13: SECURED LOAN PAYABLE (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Note 13 Secured Loan Payable | |||
Beginning of period | $ 717,460 | $ 676,849 | $ 638,537 |
Interest | 44,251 | 40,611 | 38,312 |
End of period | $ 761,711 | $ 717,460 | $ 676,849 |
NOTE 14_ CONVERTIBLE DEBENTUR_3
NOTE 14: CONVERTIBLE DEBENTURES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Note 14 Convertible Debentures | |||
Balance, beginning | $ 274,466 | $ 1,835,225 | $ 468,329 |
Proceeds from Issuance of convertible debentures | 753,491 | 442,437 | 1,621,791 |
Amount allocated to conversion option | (753,491) | (172,386) | (1,047,347) |
Amount converted to units | 0 | (2,129,728) | 0 |
Unrealized foreign exchange loss | 5,564 | 0 | 0 |
Interest expense | 45,112 | 57,397 | 125,079 |
Accretion expense | 102,178 | 241,521 | 667,373 |
Balance, ending | $ 427,320 | $ 274,466 | $ 1,835,225 |
NOTE 14_ CONVERTIBLE DEBENTUR_4
NOTE 14: CONVERTIBLE DEBENTURES (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Note 14 Convertible Debentures | |||
Conversion feature, beginning | $ 22,565 | $ 1,015,997 | $ 0 |
Amount allocated to conversion option | 753,491 | 172,386 | 1,015,997 |
Amount converted to units | (189,735) | (298,247) | 0 |
Gain on change in fair value of conversion feature | (583,526) | (890,136) | 0 |
Conversion feature, ending | $ 2,795 | $ 22,565 | $ 1,015,997 |
NOTE 14_ CONVERTIBLE DEBENTUR_5
NOTE 14: CONVERTIBLE DEBENTURES (Details 2) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
March 1, 2017 | |
DisclosureOfConvertibleDebenturesLineItems [Line Items] | |
Expected life | 1 year |
Unit price | $ / shares | $ 0.0056 |
Expected volatility | 100.00% |
Risk-free rate | 0.76% |
Grant date fair value | $ | $ 662,061 |
June 26, 2017 | |
DisclosureOfConvertibleDebenturesLineItems [Line Items] | |
Expected life | 1 year |
Unit price | $ / shares | $ 0.0056 |
Expected volatility | 100.00% |
Risk-free rate | 0.76% |
Grant date fair value | $ | $ 82,332 |
July 31, 2017 | |
DisclosureOfConvertibleDebenturesLineItems [Line Items] | |
Expected life | 1 year |
Unit price | $ / shares | $ 0.0056 |
Expected volatility | 100.00% |
Risk-free rate | 0.76% |
Grant date fair value | $ | $ 72,831 |
July 31, 2017 | |
DisclosureOfConvertibleDebenturesLineItems [Line Items] | |
Expected life | 1 year |
Unit price | $ / shares | $ 0.0056 |
Expected volatility | 100.00% |
Risk-free rate | 0.76% |
Grant date fair value | $ | $ 169,959 |
July 31, 2017 | |
DisclosureOfConvertibleDebenturesLineItems [Line Items] | |
Expected life | 1 year |
Unit price | $ / shares | $ 0.0056 |
Expected volatility | 100.00% |
Risk-free rate | 0.76% |
Grant date fair value | $ | $ 34,832 |
August 22, 2017 | |
DisclosureOfConvertibleDebenturesLineItems [Line Items] | |
Expected life | 1 year |
Unit price | $ / shares | $ 0.0056 |
Expected volatility | 100.00% |
Risk-free rate | 0.76% |
Grant date fair value | $ | $ 25,332 |
September 27, 2018 | |
DisclosureOfConvertibleDebenturesLineItems [Line Items] | |
Expected life | 1 year |
Unit price | $ / shares | $ 0.14 |
Expected volatility | 100.00% |
Risk-free rate | 1.85% |
Grant date fair value | $ | $ 172,386 |
April 2, 2019 | |
DisclosureOfConvertibleDebenturesLineItems [Line Items] | |
Expected life | 1 year |
Unit price | $ / shares | $ 0.2 |
Expected volatility | 100.00% |
Risk-free rate | 1.57% |
Grant date fair value | $ | $ 599,460 |
May 3, 2019 | |
DisclosureOfConvertibleDebenturesLineItems [Line Items] | |
Expected life | 1 year |
Unit price | $ / shares | $ 0.24 |
Expected volatility | 100.00% |
Risk-free rate | 1.67% |
Grant date fair value | $ | $ 154,031 |
December 31, 2018 | |
DisclosureOfConvertibleDebenturesLineItems [Line Items] | |
Expected life | 8 months 27 days |
Unit price | $ / shares | $ .07 |
Expected volatility | 100.00% |
Risk-free rate | 1.85% |
Grant date fair value | $ | $ 22,565 |
December 31, 2019 | |
DisclosureOfConvertibleDebenturesLineItems [Line Items] | |
Unit price | $ / shares | $ .03 |
Expected volatility | 100.00% |
Risk-free rate | 1.71% |
Grant date fair value | $ | $ 2,795 |
December 31, 2019 | Minimum | |
DisclosureOfConvertibleDebenturesLineItems [Line Items] | |
Expected life | 3 months |
December 31, 2019 | Maximum | |
DisclosureOfConvertibleDebenturesLineItems [Line Items] | |
Expected life | 4 months 2 days |
NOTE 15_ LEASE LIABILITY (Detai
NOTE 15: LEASE LIABILITY (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease liabilities [abstract] | |
Operating lease commitments as at December 31, 2018 | $ 180,696 |
Weighted average incremental borrowing rate as at January 1, 2019 | 6.00% |
Lease liability as at January 1, 2019 | $ 138,444 |
NOTE 15_ LEASE LIABILITY (Det_2
NOTE 15: LEASE LIABILITY (Details 1) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
DisclosureOfLeaseLiabilitiesLineItems [Line Items] | |||
Lease liabilities, beginning | $ 0 | ||
Adoption of IFRS 16 | 138,444 | ||
Additions | 860,813 | ||
Interest expense | 25,677 | ||
Payments | (203,712) | ||
Termination of leases | (86,326) | ||
Lease liabilities, ending | 734,896 | ||
Less: non-current portion of lease liability | $ 515,096 | $ 0 | |
Current portion of lease liability | 219,800 | ||
Empower Clinics | |||
DisclosureOfLeaseLiabilitiesLineItems [Line Items] | |||
Lease liabilities, beginning | 0 | ||
Adoption of IFRS 16 | 138,444 | ||
Additions | 23,006 | ||
Interest expense | 4,318 | ||
Payments | (64,681) | ||
Termination of leases | (86,326) | ||
Lease liabilities, ending | 14,761 | ||
Less: non-current portion of lease liability | 3,060 | ||
Current portion of lease liability | 11,701 | ||
Sun Valley Clinics | |||
DisclosureOfLeaseLiabilitiesLineItems [Line Items] | |||
Lease liabilities, beginning | 0 | ||
Adoption of IFRS 16 | 0 | ||
Additions | 431,544 | ||
Interest expense | 13,404 | ||
Payments | (112,798) | ||
Termination of leases | 0 | ||
Lease liabilities, ending | 332,150 | ||
Less: non-current portion of lease liability | 174,681 | ||
Current portion of lease liability | 157,469 | ||
CBD Extraction Facility | |||
DisclosureOfLeaseLiabilitiesLineItems [Line Items] | |||
Lease liabilities, beginning | 0 | ||
Adoption of IFRS 16 | 0 | ||
Additions | 406,263 | ||
Interest expense | 7,955 | ||
Payments | (26,233) | ||
Termination of leases | 0 | ||
Lease liabilities, ending | $ 387,985 | ||
Less: non-current portion of lease liability | 337,355 | ||
Current portion of lease liability | $ 50,630 |
NOTE 15_ LEASE LIABILITY (Det_3
NOTE 15: LEASE LIABILITY (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease liabilities [abstract] | |
Interest expense | $ 92,349 |
NOTE 16_ WARRANT LIABILITY (Det
NOTE 16: WARRANT LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of financial liabilities [line items] | ||
Warrants outstanding | 46,257,289 | 14,894,898 |
Warrant liability | $ 2,065,921 | $ 1,704,597 |
Change in fair value of warrant liability | (2,065,781) | (1,598,425) |
Warrant liability, ending | $ 106,312 | $ 106,172 |
Warrant One | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Convertible Debt Conversion | |
Expiry date | Apr. 23, 2020 | |
Exercise price | $ 0.30 | |
Warrants outstanding | 11,373,368 | |
Warrant liability | $ 1,306,894 | |
Warrant One | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.39 | |
Warrant Two | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Note conversion | |
Expiry date | Apr. 23, 2020 | |
Exercise price | $ 0.30 | |
Warrants outstanding | 268,817 | |
Warrant liability | $ 30,822 | |
Warrant Two | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.39 | |
Warrant Three | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Shares issued | |
Expiry date | Jun. 11, 2019 | |
Exercise price | $ 0.28 | |
Warrants outstanding | 2,000,000 | |
Warrant liability | $ 287,961 | |
Warrant Three | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.36 | |
Warrant Four | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Note conversion | |
Expiry date | Oct. 22, 2019 | |
Exercise price | $ 0.28 | |
Warrants outstanding | 517,132 | |
Warrant liability | $ 52,433 | |
Warrant Four | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.36 | |
Warrant Five | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Shares issued | |
Expiry date | Oct. 22, 2019 | |
Exercise price | $ 0.28 | |
Warrants outstanding | 312,903 | |
Warrant liability | $ 12,310 | |
Warrant Five | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.36 | |
Warrant Six | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Convertible Debt Conversion | |
Expiry date | Dec. 14, 2020 | |
Exercise price | $ 0.14 | |
Warrants outstanding | 422,678 | |
Warrant liability | $ 14,177 | |
Warrant Six | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.19 | |
Warrant Seven | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Expiry | |
Expiry date | Oct. 22, 2019 | |
Exercise price | $ 0.28 | |
Warrants outstanding | (2,000,000) | |
Warrant liability | $ 0 | |
Warrant Seven | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.36 | |
Warrant Eight | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Expiry | |
Expiry date | Oct. 22, 2019 | |
Exercise price | $ 0.28 | |
Warrants outstanding | (517,132) | |
Warrant liability | $ 0 | |
Warrant Eight | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.36 | |
Warrant Nine | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Expiry | |
Expiry date | Dec. 14, 2020 | |
Exercise price | $ 0.14 | |
Warrants outstanding | (312,903) | |
Warrant liability | $ 0 | |
Warrant Nine | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.19 | |
Warrant Ten | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Exercise | |
Expiry date | Jun. 11, 2019 | |
Exercise price | $ 0.28 | |
Warrants outstanding | (422,678) | |
Warrant liability | $ (18,847) | |
Warrant Ten | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.36 | |
Warrant Eleven | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Shares issued | |
Expiry date | Apr. 2, 2021 | |
Exercise price | $ 0.12 | |
Warrants outstanding | 21,115,000 | |
Warrant liability | $ 1,521,921 | |
Warrant Eleven | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.16 | |
Warrant Twelve | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Shares issued | |
Expiry date | May 3, 2021 | |
Exercise price | $ 0.12 | |
Warrants outstanding | 5,762,500 | |
Warrant liability | $ 429,109 | |
Warrant Twelve | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.16 | |
Warrant Thirteen | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Convertible Debt Conversion | |
Expiry date | Jul. 22, 2021 | |
Exercise price | $ 0.12 | |
Warrants outstanding | 1,018,245 | |
Warrant liability | $ 42,749 | |
Warrant Thirteen | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.16 | |
Warrant Fourteen | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Convertible Debt Conversion | |
Expiry date | Aug. 12, 2021 | |
Exercise price | $ 0.12 | |
Warrants outstanding | 928,817 | |
Warrant liability | $ 33,745 | |
Warrant Fourteen | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.16 | |
Warrant Fifteen | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Convertible Debt Conversion | |
Expiry date | Aug. 19, 2021 | |
Exercise price | $ 0.12 | |
Warrants outstanding | 929,864 | |
Warrant liability | $ 28,973 | |
Warrant Fifteen | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.16 | |
Warrant Sixteen | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Convertible Debt Conversion | |
Expiry date | Aug. 26, 2021 | |
Exercise price | $ 0.12 | |
Warrants outstanding | 909,090 | |
Warrant liability | $ 23,992 | |
Warrant Sixteen | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.16 | |
Warrant Seventeen | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Convertible Debt Conversion | |
Expiry date | Sep. 13, 2021 | |
Exercise price | $ 0.12 | |
Warrants outstanding | 102,696 | |
Warrant liability | $ 1,800 | |
Warrant Seventeen | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.16 | |
Warrant Eighteen | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Convertible Debt Conversion | |
Expiry date | Sep. 20, 2021 | |
Exercise price | $ 0.12 | |
Warrants outstanding | 102,812 | |
Warrant liability | $ 2,479 | |
Warrant Eighteen | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.16 | |
Warrant Nineteen | ||
Disclosure of financial liabilities [line items] | ||
Issuance | Marketing services agreement | |
Expiry date | Sep. 22, 2022 | |
Exercise price | $ 0.24 | |
Warrants outstanding | 3,746,080 | |
Warrant liability | $ 0 | |
Warrant Nineteen | CAD | ||
Disclosure of financial liabilities [line items] | ||
Exercise price | $ 0.31 |
NOTE 17_ EQUITY (Details)
NOTE 17: EQUITY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of classes of share capital [line items] | |||
Beginning balance, amount | $ (2,996,220) | $ (4,806,862) | $ (1,879,185) |
Shares issued for services, amount | 257,041 | 282,075 | |
Shares issued to former CEO, amount | 477,180 | ||
Shares issued for Sun Valley acquisition, amount | 2,143,566 | ||
Shares issued for cash, amount | 55,873 | 2,224,717 | 182,244 |
Shares issued on conversion of notes payable, amount | 7,254 | 102,597 | |
Shares issued for compensation, amount | 304,721 | ||
Shares issued to settle accounts payable, amount | 208,153 | ||
Shares cancelled, amount | 0 | ||
Shares cancelled and to be reissued | 0 | ||
Shares issued for exercise of warrants, amount | 61,287 | ||
Shares issued to agents, amount | 20,255 | ||
Share issue costs | 63,019 | ||
Ending balance, amount | $ (3,514,913) | $ (2,996,220) | $ (4,806,862) |
Number of Common Shares | |||
Disclosure of classes of share capital [line items] | |||
Beginning balance, shares | 77,847,598 | 48,337,225 | 16,100,000 |
January 2017 rights offering, shares | 32,237,225 | ||
RTO issuance, shares | 2,544,075 | ||
April 23, 2018 private placement, shares | 8,443,473 | ||
October 23, 2018 private placement, shares | 312,903 | ||
Conversion of convertible debt, shares | 11,373,368 | ||
Conversion of convertible debt, shares | 422,678 | ||
Conversion of promissory notes payable, shares | 268,817 | ||
Conversion of notes payable, shares | 517,132 | ||
Shares issued for marketing services agreement | 2,000,000 | ||
Shares issued for services, shares | 1,500,000 | 423,076 | |
Shares issued to former CEO, shares | 2,000,000 | ||
Restructuring ,shares | 1,204,851 | ||
Shares issued for Sun Valley acquisition, shares | 22,409,425 | ||
Shares issued for cash, shares | 24,452,500 | ||
Shares issued on conversion of notes payable, shares | 2,500,000 | ||
Shares issued for convertible debentures, shares | 3,991,524 | ||
Shares issued for compensation, shares | 7,400,000 | ||
Shares issued to settle accounts payable, shares | 1,686,861 | ||
Shares cancelled, shares | (4,657,553) | ||
Shares issued for exercise of warrants, shares | 431,075 | ||
Shares issued to agents, shares | 136,000 | ||
Ending balance, shares | 137,697,430 | 77,847,598 | 48,337,225 |
Total Consideration | |||
Disclosure of classes of share capital [line items] | |||
January 2017 rights offering, amount | $ 302,244 | ||
RTO issuance, amount | $ 614,415 | ||
April 23, 2018 private placement, amount | 2,020,357 | ||
October 23, 2018 private placement, amount | 84,248 | ||
Conversion of convertible debt, amount | 2,312,444 | ||
Conversion of convertible debt, amount | 18,990 | ||
Conversion of promissory notes payable, amount | 50,000 | ||
Conversion of notes payable, amount | 190,334 | ||
Shares issued for marketing services agreement, amount | 477,180 | ||
Shares issued for services, amount | $ 257,041 | 92,856 | |
Shares issued to former CEO, amount | 477,180 | ||
Restructuring, amount | 216,873 | ||
Shares issued for Sun Valley acquisition, amount | 2,143,566 | ||
Shares issued for cash, amount | 1,829,866 | ||
Shares issued on conversion of notes payable, amount | 184,291 | ||
Shares issued for convertible debentures, amount | 189,735 | ||
Shares issued for compensation, amount | 304,721 | ||
Shares issued to settle accounts payable, amount | 208,153 | ||
Shares cancelled and to be reissued | (15,239) | ||
Shares issued for exercise of warrants, amount | 42,440 | ||
Shares issued to agents, amount | 20,255 | ||
Warrant Liability | |||
Disclosure of classes of share capital [line items] | |||
October 23, 2018 private placement, amount | 12,310 | ||
Conversion of convertible debt, amount | 1,306,894 | ||
Conversion of convertible debt, amount | 14,177 | ||
Conversion of promissory notes payable, amount | 30,822 | ||
Conversion of notes payable, amount | 52,433 | ||
Shares issued for cash, amount | 1,773,993 | ||
Shares issued on conversion of notes payable, amount | 177,037 | ||
Shares issued for convertible debentures, amount | 133,738 | ||
Shares issued for exercise of warrants, amount | (18,847) | ||
Share Capital | |||
Disclosure of classes of share capital [line items] | |||
Beginning balance, amount | 5,401,024 | 550,744 | 248,500 |
January 2017 rights offering, amount | 302,244 | ||
RTO issuance, amount | 614,415 | ||
April 23, 2018 private placement, amount | 2,020,357 | ||
October 23, 2018 private placement, amount | 71,938 | ||
Conversion of convertible debt, amount | 1,005,550 | ||
Conversion of convertible debt, amount | 4,813 | ||
Conversion of promissory notes payable, amount | 19,178 | ||
Conversion of notes payable, amount | 137,901 | ||
Shares issued for marketing services agreement, amount | 477,180 | ||
Shares issued for services, amount | 257,041 | 92,856 | |
Shares issued to former CEO, amount | 477,180 | ||
Restructuring, amount | 216,873 | ||
Shares issued for Sun Valley acquisition, amount | 2,143,566 | ||
Shares issued for cash, amount | 55,873 | ||
Shares issued on conversion of notes payable, amount | 7,254 | ||
Shares issued for convertible debentures, amount | 55,997 | ||
Shares issued for compensation, amount | 304,721 | ||
Shares issued to settle accounts payable, amount | 208,153 | ||
Shares cancelled, amount | (669,236) | ||
Shares cancelled and to be reissued | (15,239) | ||
Shares issued for exercise of warrants, amount | 61,287 | ||
Shares issued to agents, amount | 20,255 | ||
Ending balance, amount | $ 7,827,310 | $ 5,401,024 | $ 550,744 |
NOTE 17_ EQUITY (Details 1)
NOTE 17: EQUITY (Details 1) | 12 Months Ended | |
Dec. 31, 2019shares$ / shares | Dec. 31, 2018shares$ / shares | |
Number of Share Options | ||
Options outstanding, beginning | shares | 7,600,000 | 3,300,000 |
Options cancelled | shares | (4,850,000) | 0 |
Options granted | shares | 7,700,000 | 4,300,000 |
Options outstanding, ending | shares | 10,450,000 | 7,600,000 |
Exercisable | shares | 9,839,573 | 0 |
Weighted Average Exercise Price | ||
Options outstanding, beginning | $ / shares | $ .25 | $ .10 |
Options cancelled | $ / shares | .27 | .00 |
Options granted | $ / shares | .14 | .37 |
Options outstanding, ending | $ / shares | .16 | .25 |
Exercisable | $ / shares | $ .16 | $ .00 |
NOTE 17_ EQUITY (Details 2)
NOTE 17: EQUITY (Details 2) | 12 Months Ended | ||
Dec. 31, 2019shares$ / shares | Dec. 31, 2018shares | Dec. 31, 2017shares | |
Disclosure of classes of share capital [line items] | |||
Number of options outstanding | shares | 10,450,000 | 7,600,000 | 3,300,000 |
Weighted average exercise price (C$) | $ 0.16 | ||
Weighted average life of options (years) | 3 years 10 months 17 days | ||
Number of options exercisable | shares | 9,839,573 | 0 | |
Weighted average exercise price (C$) | $ 0.16 | ||
Weighted average life of options (years) | 3 years 14 days | ||
Share Options | |||
Disclosure of classes of share capital [line items] | |||
Exercise price (C$) | $ 0.10 | ||
Number of options outstanding | shares | 1,400,000 | ||
Weighted average exercise price (C$) | $ 0.10 | ||
Weighted average life of options (years) | 2 years 4 days | ||
Number of options exercisable | shares | 1,133,333 | ||
Weighted average exercise price (C$) | $ 0.10 | ||
Weighted average life of options (years) | 1 year 11 months 23 days | ||
Share Options One | |||
Disclosure of classes of share capital [line items] | |||
Exercise price (C$) | $ 0.14 | ||
Number of options outstanding | shares | 7,700,000 | ||
Weighted average exercise price (C$) | $ 0.14 | ||
Weighted average life of options (years) | 4 years 3 months 11 days | ||
Number of options exercisable | shares | 7,400,000 | ||
Weighted average exercise price (C$) | $ 0.14 | ||
Weighted average life of options (years) | 4 years 5 months 16 days | ||
Share Options Two | |||
Disclosure of classes of share capital [line items] | |||
Exercise price (C$) | $ 0.26 | ||
Number of options outstanding | shares | 450,000 | ||
Weighted average exercise price (C$) | $ 0.26 | ||
Weighted average life of options (years) | 3 years 9 months 18 days | ||
Number of options exercisable | shares | 406,240 | ||
Weighted average exercise price (C$) | $ 0.26 | ||
Weighted average life of options (years) | 3 years 9 months 18 days | ||
Share Options Three | |||
Disclosure of classes of share capital [line items] | |||
Number of options outstanding | shares | 900,000 | ||
Weighted average exercise price (C$) | $ 0.38 | ||
Weighted average life of options (years) | 3 years 4 months 24 days | ||
Number of options exercisable | shares | 900,000 | ||
Weighted average exercise price (C$) | $ 0.38 | ||
Weighted average life of options (years) | 3 years 4 months 24 days |
NOTE 17_ EQUITY (Details 3)
NOTE 17: EQUITY (Details 3) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of classes of share capital [line items] | |||
Risk-free interest rate | 1.34% | 0.76% | |
Expected life | 5 years | 5 years | |
Expected volatility | 100.00% | 100.00% | 100.00% |
Forfeiture rate | 0.00% | 0.00% | 0.00% |
Dividend rate | 0.00% | 0.00% | 0.00% |
Minimum | |||
Disclosure of classes of share capital [line items] | |||
Risk-free interest rate | 2.19% | ||
Expected life | 3 years | ||
Maximum | |||
Disclosure of classes of share capital [line items] | |||
Risk-free interest rate | 2.37% | ||
Expected life | 5 years |
NOTE 17_ EQUITY (Details 4)
NOTE 17: EQUITY (Details 4) | 12 Months Ended | |
Dec. 31, 2019shares$ / shares | Dec. 31, 2018shares$ / shares | |
Number of Share Options | ||
Options outstanding, beginning | shares | 7,600,000 | 3,300,000 |
Options granted | shares | 7,700,000 | 4,300,000 |
Options outstanding, ending | shares | 10,450,000 | 7,600,000 |
Exercisable | shares | 9,839,573 | 0 |
Weighted Average Exercise Price | ||
Options outstanding, beginning | $ / shares | $ .25 | $ .10 |
Options granted | $ / shares | .14 | .37 |
Options outstanding, ending | $ / shares | .16 | .25 |
Exercisable | $ / shares | $ .16 | $ .00 |
Warrants | ||
Number of Share Options | ||
Options outstanding, beginning | shares | 627,378 | 0 |
Options granted | shares | 877,440 | 627,378 |
Options outstanding, ending | shares | 1,504,818 | 627,378 |
Exercisable | shares | 1,504,818 | |
Weighted Average Exercise Price | ||
Options outstanding, beginning | $ / shares | $ 0.31 | $ 0 |
Options granted | $ / shares | 0.16 | 0.31 |
Options outstanding, ending | $ / shares | 0.24 | $ 0.31 |
Exercisable | $ / shares | $ 0.24 |
NOTE 17_ EQUITY (Details 5)
NOTE 17: EQUITY (Details 5) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of classes of share capital [line items] | |||
Risk-free interest rate | 1.34% | 0.76% | |
Expected life | 5 years | 5 years | |
Expected volatility | 100.00% | 100.00% | 100.00% |
Forfeiture rate | 0.00% | 0.00% | 0.00% |
Dividend rate | 0.00% | 0.00% | 0.00% |
Minimum | |||
Disclosure of classes of share capital [line items] | |||
Risk-free interest rate | 2.19% | ||
Expected life | 3 years | ||
Maximum | |||
Disclosure of classes of share capital [line items] | |||
Risk-free interest rate | 2.37% | ||
Expected life | 5 years | ||
Warrants | |||
Disclosure of classes of share capital [line items] | |||
Risk-free interest rate | 1.87% | 0.00% | |
Expected life | 2 years | 2 years | 0 years |
Expected volatility | 100.00% | 100.00% | 0.00% |
Forfeiture rate | 0.00% | 0.00% | 0.00% |
Dividend rate | 0.00% | 0.00% | 0.00% |
Warrants | Minimum | |||
Disclosure of classes of share capital [line items] | |||
Risk-free interest rate | 1.56% | ||
Warrants | Maximum | |||
Disclosure of classes of share capital [line items] | |||
Risk-free interest rate | 1.87% |
NOTE 18_ OPERATING EXPENSES (De
NOTE 18: OPERATING EXPENSES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Note 18 Operating Expenses | |||
Salaries and benefits | $ 1,985,735 | $ 1,786,804 | $ 1,205,514 |
Rent | 84,924 | 272,768 | 267,272 |
Advertising and promotion | 313,870 | 306,799 | 171,814 |
Telephone and internet | 106,841 | 97,028 | 0 |
Penalties | 165,000 | 0 | 0 |
Others | 277,249 | 54,282 | 392,408 |
Operating expenses | $ 2,933,619 | $ 2,517,681 | $ 2,037,008 |
NOTE 19_ RESTRUCTURING EXPENSE
NOTE 19: RESTRUCTURING EXPENSE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Note 19 Restructuring Expense | |||
Restructuring expense | $ 88,808 | $ 110,424 | $ 0 |
NOTE 20_ INCOME TAXES (Details)
NOTE 20: INCOME TAXES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Note 17 Income Taxes | |||
Loss before taxes | $ (4,301,663) | $ (3,789,918) | $ (3,109,921) |
Combined Canadian federal and provincial income tax rates | 27.00% | 27.00% | 26.00% |
Expected income tax recovery | $ (1,161,450) | $ (1,023,280) | $ (808,580) |
Items that cause an increase (decrease): | |||
Effect of different tax rates in foreign jurisdiction | 82,490 | 35,690 | (219,020) |
Non-deductible expenses | (367,360) | 294,780 | 10,990 |
Tax rate changes | 8,700 | 152,650 | 233,990 |
Change in prior year estimates | (413,020) | 0 | 165,540 |
Other | (36,010) | 1,690 | (560) |
Change in unrecognized deferred income tax assets | 1,886,650 | 538,470 | 617,640 |
Income tax (recovery) expense | $ 0 | $ 0 | $ 0 |
NOTE 20_ INCOME TAXES (Details
NOTE 20: INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Non-capital losses | $ 11,870,240 | $ 7,291,370 |
Property and equipment | 31,080 | 59,640 |
Intangible assets | 485,390 | 366,070 |
Right of use assets net of lease liability | 25,060 | 0 |
Accrued fees and compensation | 264,360 | 57,380 |
Share issue costs | 340,880 | 179,640 |
Capital losses carried forward | 5,420 | 5,420 |
Unrealized foreign exchange loss | 1,880 | 1,880 |
Goodwill | 2,266,520 | 0 |
Deferred tax assets, net | $ 15,290,830 | $ 7,961,400 |
NOTE 21_ SUPPLEMENTAL DISCLOS_3
NOTE 21: SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Note 18 Supplemental Disclosure With Respect To Cash Flows | |||
Shares issued for acquisition of Sun Valley | $ 3,047,682 | $ 0 | $ 0 |
Shares issued for compensation | 304,721 | 0 | 0 |
Shares returned to treasury | (477,180) | 0 | 0 |
Shares returned to treasury | (477,180) | 0 | 0 |
Shares issued as settlement of notes payable | 184,291 | 0 | 0 |
Shares issued as settlement of convertible debenture | 189,735 | 0 | 0 |
Shares issued as settlement of accounts payable | 483,098 | 0 | 0 |
Warrants issued to agents | 66,405 | 0 | 0 |
Shares issued for services | 122,932 | 0 | 0 |
Shares issued to agents | 20,255 | 0 | 0 |
Conversion of convertible debt to share purchase warrants | 0 | 1,292,265 | 0 |
Shares issued to marketing services company | 0 | 477,180 | 0 |
Shares issued to former CEO | 0 | 477,180 | 0 |
Conversion of notes payable into units | 0 | 114,567 | 0 |
Total non-cash transactions | $ 3,464,759 | $ 2,361,192 | $ 0 |
NOTE 22_ FINANCIAL INSTRUMENT_3
NOTE 22: FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Note 19 Financial Instruments And Risk Management | ||
Canadian dollar net monetary liabilities | $ 2,434,448 | $ 171,578 |
Monetary assets and liabilities | $ 2,434,448 | $ 171,578 |
NOTE 22_ FINANCIAL INSTRUMENT_4
NOTE 22: FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Note 19 Financial Instruments And Risk Management | ||
Increase/decrease in monetary assets and liabilities | $ 316,186 | $ 12,577 |
Cash balance | $ 179,153 | $ 157,668 |
NOTE 23_ RELATED PARTY TRANSA_3
NOTE 23: RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of transactions between related parties [abstract] | |||
Salaries and benefits | $ 734,655 | $ 1,063,748 | $ 221,700 |
Share-based payments | 556,040 | 892,417 | 0 |
Directors fees | 11,250 | 0 | 0 |
Key management compensation | $ 1,301,945 | $ 1,956,165 | $ 221,700 |
NOTE 24_ MANAGEMENT OF CAPITA_2
NOTE 24: MANAGEMENT OF CAPITAL (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Note 21 Management Of Capital | ||||
Equity | $ (3,514,913) | $ (2,996,220) | $ (4,806,862) | $ (1,879,185) |
Notes payable | 969,891 | 760,715 | ||
Convertible debentures payable | 427,320 | 274,466 | 1,835,225 | $ 468,329 |
Secured loan payable | 761,711 | 717,460 | $ 676,849 | |
Gross | (1,355,991) | (1,243,579) | ||
Less: cash | (179,153) | (157,668) | ||
Net | $ (1,535,144) | $ (1,401,247) |
NOTE 25_ COMMITMENTS AND CONT_3
NOTE 25: COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Maturity analysis of financial liabilities | |||||
Accounts payables and accrued liabilities | $ 1,874,990 | $ 1,554,892 | |||
Notes payable | 969,891 | 760,715 | |||
Convertible debentures payable | 427,320 | 274,466 | $ 1,835,225 | $ 468,329 | |
Lease liability | $ 734,896 | 0 | |||
Secured loan payable | 761,711 | $ 717,460 | $ 676,849 | ||
Total financial liabilities | 4,768,808 | ||||
Within 1 Year | |||||
Maturity analysis of financial liabilities | |||||
Accounts payables and accrued liabilities | 1,874,990 | ||||
Notes payable | 969,891 | ||||
Convertible debentures payable | 427,320 | ||||
Lease liability | 219,800 | ||||
Secured loan payable | 761,711 | ||||
Total financial liabilities | 4,253,712 | ||||
2 - 5 Years | |||||
Maturity analysis of financial liabilities | |||||
Accounts payables and accrued liabilities | 0 | ||||
Notes payable | 0 | ||||
Convertible debentures payable | 0 | ||||
Lease liability | 515,096 | ||||
Secured loan payable | 0 | ||||
Total financial liabilities | 515,096 | ||||
Greater Than 5 Years | |||||
Maturity analysis of financial liabilities | |||||
Accounts payables and accrued liabilities | 0 | ||||
Notes payable | 0 | ||||
Convertible debentures payable | 0 | ||||
Lease liability | 0 | ||||
Secured loan payable | 0 | ||||
Total financial liabilities | $ 0 |