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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Empower Clinics Inc (CE) | USOTC:EPWCF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
☐
|
|
REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
☒
|
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
☐
|
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
☐
|
|
SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
Large
accelerated filer ☐
|
Accelerated filer
☐
|
|
|
Non-accelerated
filer ☒
|
Emerging growth
company ☐
|
|
U.S.
GAAP ☐
|
|
International
Financial Reporting Standards as issued
by the
International Accounting Standards Board
☒
|
Other ☐
|
|
GENERAL
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- 5
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- 6
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ITEM 1
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- 6
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ITEM 2
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ITEM 3
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-6
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B.
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C.
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D.
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ITEM
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B.
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C.
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D.
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- 15
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ITEM
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- 15
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B.
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- 18
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C.
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- 21
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D.
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- 21
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E.
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- 21
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F.
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- 22
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G.
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- 22
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ITEM
6
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- 22
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A.
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- 22
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B.
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- 24
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C.
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- 26
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D.
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- 28
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E.
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- 28
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ITEM
7
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- 30
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A.
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- 30
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B.
|
- 31
-
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C.
|
- 31
-
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ITEM
8
|
- 31
-
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A.
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- 31
-
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B.
|
- 32
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ITEM
9
|
- 32
-
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ITEM
10
|
- 32
-
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A.
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- 32
-
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B.
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- 32
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C.
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- 32
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D.
|
- 32
-
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E.
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- 33
-
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F.
|
- 39
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G.
|
- 39
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H.
|
- 39
-
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I.
|
- 39
-
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ITEM
11
|
- 39
-
|
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A.
|
- 39
-
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B.
|
- 39
-
|
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C.
|
- 40
-
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|
ITEM
12
|
- 40
-
|
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Part II
|
|
- 41
-
|
ITEM
13
|
- 41
-
|
|
ITEM
14
|
- 41
-
|
|
ITEM
15
|
- 41
-
|
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ITEM
16A
|
- 42
-
|
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ITEM
16B
|
- 42
-
|
|
ITEM
16C
|
- 42
-
|
|
ITEM
16D
|
- 43
-
|
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ITEM
16E
|
- 43
-
|
|
ITEM
16F
|
- 43
-
|
|
ITEM
16G
|
- 43
-
|
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|
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PART III
|
|
|
ITEM
17
|
- 44
-
|
|
ITEM
18
|
- 44
-
|
|
ITEM
19
|
- 79
-
|
(a)
|
Summary of Operations
|
(b)
|
Effects of Government Regulations
|
(d)
|
Corporate
Office
|
(e)
|
Special
Skill and Knowledge
|
(f)
|
Foreign
Operations
|
(g)
|
Competitive
Conditions
|
(h)
|
Dependence
on Customers and Suppliers
|
Name
of Subsidiary
|
Jurisdiction
of Incorporation
|
Empower
Healthcare Corporation
|
Oregon,
USA
|
SMAART
US.
|
Oregon,
USA
|
The
Hemp & Cannabis Company
|
Oregon,
USA
|
THCF
Access Points, Inc.
|
Oregon,
USA
|
The
Hemp & Cannabis Company
|
Washington,
USA
|
THCF
Access Points, Inc.
|
Washington,
USA
|
CanMed
Solutions Inc.
|
Oregon,
USA
|
Sun
Valley Certification Clinics Holdings, LLC
|
Arizona,
USA
|
Sun
Valley Alternative Health Centers, LLC
|
Arizona,
USA
|
Sun
Valley Alternative Health Centers West, LLC
|
Arizona,
USA
|
Sun
Valley Alternative Health Centers NV, LLC
|
Nevada,
USA
|
Sun
Valley Alternative Health Centers Tucson, LLC
|
Arizona,
USA
|
Sun
Valley Alternative Health Centers Mesa, LLC
|
Arizona,
USA
|
Sun
Valley Certification Clinics Franchising, LLC
|
Arizona,
USA
|
Name(1)
|
Position
|
Steven
McAuley (2)
|
Director,
Chairman and Chief Executive Office
|
Andrejs
Bunkse (2)(3)
|
Director
|
Dustin
Klein (2)
|
Director,
Senior Vice President of Business Development
|
Mathew
Lee
|
Chief
Financial Officer
|
Joseph
Cohen
|
Chief
Technology Officer
|
Andrea
Klein
|
Vice
President of Operations
|
(1)
|
|
Neither
age nor date of birth of directors or senior managers is required
to be reported in our home country (Canada) nor otherwise publicly
disclosed.
|
(2)
|
|
Member
of Audit Committee.
|
(3)
|
|
“Independent”
for purposes of National Instrument 52-110– Audit Committees
(“NI
52-110”).
|
|
|
|
|
|
Non-Equity
Incentive Plan Compensation($)
|
|
|
|
|
Names and
Principal Position
|
Year
|
Salary ($)
|
Share-Based
Awards($)
|
Option-Based
Awards($)
|
Annual incentive
plans
|
Long-term
incentive plans
|
Pension
Value($)
|
All Other
Compensation($)
|
Total
Compensation($)
|
Craig
Snyder, Chief Executive Officer (1)
|
2018
|
95,378
|
477,180
|
154,322
|
Nil
|
Nil
|
Nil
|
Nil
|
726,880
|
Carly
Krivanek, Chief Financial Officer (2)
|
2018
|
125,197
|
Nil
|
109,920
|
Nil
|
Nil
|
Nil
|
Nil
|
235,117
|
Lorne
Gertner, Director
|
2018
|
Nil
|
Nil
|
43,968
|
Nil
|
Nil
|
Nil
|
Nil
|
43,968
|
Dan
Ballister, Director
|
2018
|
Nil
|
Nil
|
43,968
|
Nil
|
Nil
|
Nil
|
Nil
|
43,968
|
Paul
Uhlir, Director
|
2018
|
Nil
|
Nil
|
43,968
|
Nil
|
Nil
|
Nil
|
Nil
|
43,968
|
Peter
McDonough, Director
|
2018
|
15,000
|
Nil
|
43,968
|
Nil
|
Nil
|
Nil
|
Nil
|
58,968
|
Steve
Wingert, VP
|
2018
|
Nil
|
Nil
|
54,960
|
Nil
|
Nil
|
Nil
|
Nil
|
54,960
|
Clint
Hall, VP
|
2018
|
Nil
|
Nil
|
110,011
|
Nil
|
Nil
|
Nil
|
Nil
|
110,011
|
Josh
Vall Spinosa, VP
|
2018
|
Nil
|
Nil
|
98,928
|
Nil
|
Nil
|
Nil
|
Nil
|
98,928
|
Stu
Kieland, VP
|
2018
|
Nil
|
Nil
|
99,230
|
Nil
|
Nil
|
Nil
|
Nil
|
99,230
|
|
Holder
name
|
No. of Common
Shares held
|
Percentage of
holding
|
Percentage of
holding on a fully diluted basis(1)
|
|
|
% in
capital
|
% in
voting
|
% in
capital
|
% in
voting
|
||
Steven
McAuley (2)
|
14,000,000
|
10.45%
|
10.45%
|
|
|
Andrejs
Bunkse (3)
|
-
|
-
|
-
|
-
|
-
|
Dustin
Klein (4)
|
11,029,411
|
8.23%
|
8.23%
|
|
|
Mathew
Lee (5)
|
-
|
-
|
-
|
-
|
-
|
Joseph
Cohen (6)
|
800,000
|
0.58%
|
0.58%
|
|
|
Andrea
Klein (7)
|
11,029,412
|
8.23%
|
8.23%
|
|
|
(1)
|
|
“Fully
diluted basis” means with the exercise of all warrants and
options.
|
(2)
|
|
Steven
McAuley is an interested party in the Company by virtue of him
serving as Chairman of the Board of Directors, a director and as
the Company’s Chief Executive Officer. Includes 2,000,000
fully vested common shares, 5,000,000 common shares of which 11.11%
will vest every three months after the January 4, 2019 issuance
date and 7,000,000 stock options granted on June 17, 2019 which
vested immediately, have a five year term and an exercise price of
CDN$0.14.
|
(3)
|
|
Andrejs
Bunkse is an interested party in the Company by virtue of him
serving as a director.
|
(4)
|
|
Dustin
Klein is an interested party in the Company by virtue of him
serving as a director and as the Company’s Senior Vice
President of business development. Include the following which were
issued on April 30, 2019, 3,676,470 common shares which vested
immediately and 7,352,941 common shares which vest quarterly over
36 months from the issuance date.
|
(5)
|
|
Mathew
Lee is an interested party in the Company by virtue of him serving
as the Company’s Chief Financial Officer.
|
(6)
|
|
Joseph
Cohen is an interested party in the Company by virtue of him
serving as the Company’s Chief Technology Officer. Includes
400,000 common shares and d 400,000 stock options granted on June
17, 2019 which vested immediately, have a five year term and an
exercise price of CDN$0.14.
|
(7)
|
|
Andrea
Klein is an interested party in the Company by virtue of her
serving as the Company’s Vice President of Operations.
Include the following which were issued on April 30, 2019,
3,676,470 common shares which vested immediately and 7,352,92
common shares which vest quarterly over 36 months from the issuance
date.
|
|
Number of share
options
|
Weighted average exercise
price
|
Outstanding,
December 31, 2015
|
–
|
–
|
Granted
|
1,250,000
|
CDN
$0.10
|
Outstanding,
December 31, 2016
|
1,250,000
|
CDN
$0.10
|
Granted
|
2,050,000
|
CDN
$0.10
|
Outstanding,
December 31, 2017
|
3,300,000
|
CDN
$0.10
|
Granted
|
4,300,000
|
CDN
$0.38
|
Outstanding,
December 31, 2018
|
7,600,000
|
CDN
$0.25
|
Granted
|
7,700,000
|
CDN
$0.14
|
Cancelled
|
(4,850,000)
|
CDN
$0.27
|
Outstanding,
June 30, 2019
|
10,450,000
|
CDN
$0.16
|
Plan
Category
|
Number of
securities to be issued upon exercise of outstanding options,
warrants and rights
|
Weighted-average
exercise price of outstanding options, warrants and
rights
|
Number of
securities remaining available for future issuance under equity
compensation plans(1) (excluding
securities reflected in the second column)
|
Equity
compensation plans approved by securityholders
|
10,450,000
|
CDN$0.16
|
2,944,404
|
Equity
compensation plans not approved by securityholders
|
N/A
|
N/A
|
N/A
|
Total:
|
10,450,000
|
CDN$0.16
|
2,944,404
|
(1)
|
|
The
number of securities remaining available for future issuance under
our 10% rolling stock option plan as at the end of our most
recently completed financial year is calculated on the basis of 10%
of our issued and outstanding common shares as at such date (being
10% of 133,944,045 = 13,394,404 less 10,450,000 =
2,944,404).
|
Name
|
Number of Common Shares
Owned(1)(2)
|
Percentage(3)
|
Andrea
Klein
|
11,029,412
|
8.23%
|
Dustin
Klein
|
11,029,411
|
8.23%
|
Agraflora
Organics International Inc.
|
10,000,000
|
7.47%
|
Steven
McAuley
|
7,000,000
|
5.23%
|
Ty
& Sons Investment Inc.
|
6,752,314
|
5.04%
|
(1)
|
|
Under
Rule 13d–3, a beneficial owner of a security includes any
person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or
shares: (i) voting power, which includes the power to vote, or to
direct the voting of common shares; and (ii) investment power,
which includes the power to dispose or direct the disposition of
common shares. Certain common shares may be deemed to be
beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the
common shares). In addition, common shares are deemed to be
beneficially owned by a person if the person has the right to
acquire the common shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided.
In computing the percentage ownership of any person, the amount of
common shares outstanding is deemed to include the amount of common
shares beneficially owned by such person (and only such person) by
reason of these acquisition rights. As a result, the percentage of
outstanding common shares of any person as shown in this table does
not necessarily reflect the person’s actual ownership or
voting power with respect to the number of common shares actually
outstanding on the date hereof.
|
(2)
|
|
Each of
our common shares entitles the holder thereof to one
vote.
|
(3)
|
|
Based
on 133,944,045 common shares of Empower issued and outstanding as
of the date of this filing.
|
Location
|
Number of Common
Shares
|
Percentage of
Total Common Shares
|
Number of
Registered Shareholders of Record
|
United
States
|
26,580,591
|
19.84%
|
35
|
Canada
|
107,002,506
|
79.89%
|
73
|
Other
|
360,948
|
0.27%
|
5
|
Total
|
133,944,045
|
100.0%
|
113
|
|
(a)
|
Compensation
of key management personnel:
|
|
Year ended
December 31,
|
||
|
2018
|
2017
|
2016
|
|
U.S. dollars in
thousands
|
||
|
|
|
|
Salaries and
benefits
|
$587,558
|
$221,700
|
$195,000
|
Share-based
compensation
|
892,417
|
–
|
–
|
|
|
|
|
|
$1,479,975
|
$221,700
|
$195,000
|
|
As at December
31,
|
|
|
2018
|
2017
|
|
|
|
CDN$ net monetary
liabilities
|
$171,578
|
$420,704
|
|
$171,578
|
$420,704
|
|
Year Ended
December 31
|
|
|
2018
|
2017
|
Audit
Fees:
|
$71,310
|
$65,000
|
Audit Related
Fees:
|
$nil
|
$3,690
|
Tax
Fees:
|
$nil
|
$nil
|
Total:
|
$71,310
|
$68,690
|
|
Page
|
Independent Auditors’ Report
|
46
|
|
|
47
|
|
|
|
48
|
|
|
|
49
|
|
|
|
50
|
|
|
|
51 - 76
|
|
Note
|
December 31,
2018
|
December 31,
2017
|
ASSETS
|
|
|
|
Current
|
|
|
|
Cash
|
|
$157,668
|
$–
|
Accounts
receivable
|
|
–
|
847
|
Prepaid
expenses
|
|
29,475
|
24,012
|
Due from related
parties
|
20
|
–
|
133,775
|
Total current
assets
|
|
$187,143
|
$158,634
|
|
|
|
|
Property and
equipment
|
6
|
127,060
|
36,128
|
Intangible
assets
|
7
|
71,617
|
249,996
|
Assets held for
sale
|
8
|
127,972
|
185,044
|
|
|
|
|
Total
assets
|
|
$513,792
|
$629,802
|
|
|
|
|
LIABILITIES
|
|
|
|
Current
|
|
|
|
Bank
indebtedness
|
|
$–
|
$7,148
|
Accounts payable
and accrued liabilities
|
9
|
1,554,892
|
1,449,555
|
Share
subscriptions
|
|
61,167
|
–
|
Current portion of
notes payable
|
10
|
610,444
|
404,370
|
Due to related
parties
|
20
|
12,575
|
16,170
|
Convertible
debentures payable
|
12
|
274,466
|
1,835,225
|
Secured loan
payable
|
11
|
717,460
|
676,849
|
Conversion
feature
|
12
|
22,565
|
1,047,347
|
Current portion of
warrant liability
|
13
|
4,474
|
–
|
Total
current liabilities
|
|
3,258,043
|
5,436,664
|
|
|
|
|
Notes
Payable
|
10
|
150,271
|
–
|
Warrant
Liability
|
13
|
101,698
|
–
|
Total
Liabilities
|
|
3,510,012
|
5,436,664
|
|
|
|
|
EQUITY
|
|
|
|
Issued
Capital
|
14
|
5,401,024
|
550,744
|
Reserves
|
14
|
972,697
|
–
|
Equity component of
convertible debentures
|
12
|
–
|
222,417
|
Deficit
|
|
(9,369,941)
|
(5,580,023)
|
Total
shareholders’ deficit
|
|
(2,996,220)
|
(4,806,862)
|
|
|
|
|
Total
liabilities and shareholders’ deficit
|
|
$513,792
|
$629,802
|
“Steven McAuley”
|
Director
|
“Dustin Klein”
|
Director
|
|
Note
|
2018
|
2017
|
2016
|
Operating
activities
|
|
|
|
|
Net loss and
comprehensive loss
|
|
$(3,789,918)
|
$(3,109,921)
|
$(1,591,588)
|
Items not involving
cash:
|
|
|
|
|
Deferred tax
recovery
|
17
|
–
|
–
|
(78,146)
|
Depreciation and
amortization expense
|
6,7
|
123,474
|
103,372
|
120,768
|
Share-based
payments
|
14,20
|
892,417
|
5,433
|
–
|
Non-cash listing
fee
|
5
|
942,937
|
–
|
–
|
Accretion
expense
|
12
|
241,521
|
667,373
|
189,922
|
Interest
expense
|
10,11,12
|
125,904
|
168,467
|
83,705
|
Gain on debt
settlement
|
|
–
|
(106,360)
|
–
|
(Gain) loss on
change in fair value of warrant liability
|
13
|
(1,598,425)
|
8,435
|
–
|
Gain on change in
fair value of conversion feature
|
12
|
(890,136)
|
–
|
–
|
Impairment of
equipment
|
|
|
–
|
14,500
|
Impairment of
intangible assets
|
7
|
64,200
|
–
|
64,800
|
Impairment of
assets held for sale
|
8
|
57,072
|
–
|
–
|
Shares issued for
compensation
|
14, 20
|
477,180
|
65,722
|
–
|
Shares issued for
restructuring
|
14
|
216,873
|
–
|
–
|
Shares issued for
services
|
14
|
560,980
|
–
|
56,000
|
Other
|
|
–
|
–
|
18,176
|
|
|
(2,575,921)
|
(2,197,479)
|
(1,121,863)
|
Changes in working
capital:
|
|
|
|
|
Accounts
receivable
|
|
847
|
1,155
|
5,316
|
Prepaid
expenses
|
|
(5,463)
|
(20,512)
|
(3,500)
|
Accounts payable
and accrued liabilities
|
9
|
(255,173)
|
629,076
|
596,220
|
Net
cash used in operating activities
|
|
(2,835,710)
|
(1,587,760)
|
(523,827)
|
|
|
|
|
|
Investing
activities
|
|
|
|
|
Acquisition of
property and equipment
|
6
|
(100,227)
|
(31,598)
|
–
|
Net
cash used in investing activities
|
|
(100,227)
|
(31,598)
|
–
|
|
|
|
|
|
Financing
activities
|
|
|
|
|
Proceeds from issue
of shares
|
14
|
2,092,295
|
116,522
|
191,700
|
Advance of notes
payable
|
10
|
495,449
|
399,985
|
–
|
Repayment of notes
payable
|
10
|
–
|
(31,000)
|
–
|
Repayment of
secured loan
|
|
–
|
–
|
(12,600)
|
Advance of
convertible debentures payable
|
12
|
442,437
|
1,180,314
|
275,000
|
Proceeds from share
subscriptions
|
13
|
61,167
|
–
|
120,000
|
Cash acquired in
the Transaction
|
5
|
13,000
|
–
|
–
|
Repayment to
related party
|
20
|
(3,595)
|
(58,765)
|
–
|
Bank
indebtedness
|
|
(7,148)
|
7,148
|
(52,025)
|
Net cash provided
by financing activities
|
|
3,093,604
|
1,614,204
|
522,075
|
Increase (decrease)
in cash
|
|
157,668
|
(5,154)
|
(1,752)
|
Cash, beginning of
year
|
|
–
|
5,154
|
6,906
|
Cash, end of
year
|
|
157,668
|
–
|
5,154
|
|
i.
|
Empower
Healthcare Corporation (“EHC”) is an Oregon based
company that, through its clinics in Oregon, and Washington State,
provides physician services to patients in those states. EHC
acquired the assets of Presto Quality Care Corporation
(“Presto”) on June 12, 2015 and acquired the operations
of Presto on July 12, 2015.
|
|
ii.
|
SMAART
Inc. is an Oregon based company that does not have an active
business.
|
|
iii.
|
The
Hemp and Cannabis Company (“THCC Oregon”) and The Hemp
and Cannabis Company Access Points Oregon (“THCF Access
Points Oregon”), These are Oregon based companies that do not
have active businesses.
|
|
iv.
|
The
Hemp and Cannabis Company (“THCC Washington”) and The
Hemp and Cannabis Company Access Points Washington (“THCF
Access Points Washington”), are Washington based companies
that do not have active businesses.
|
|
v.
|
CanMed
Solutions Inc., is an Oregon based company that was incorporated on
January 27, 2017. The Company does not have an active
business.
|
|
Building
|
15
years
|
|
Equipment
|
3
years
|
|
Furniture
|
5
years
|
|
Computer software
and equipment
|
3
years
|
|
Office
furniture and equipment
|
3
years
|
|
Patient
records
|
5
years
|
|
Trademarks
|
5
years
|
|
Domain
names
|
5
years
|
|
Management
software
|
5
years
|
|
Financial assets and
|
Original classification
|
New classification
|
|
and liabilities
|
under IAS 39
|
under IFRS 9
|
|
Cash
|
Loans
and receivables
|
Financial
assets at amortized cost
|
|
Trade
receivables
|
Loans
and receivables
|
Financial
assets at amortized cost
|
|
Accounts
payable
|
Other
financial liabilities
|
Financial
liabilities at amortized cost
|
|
Long-term
debt
|
Other
financial liabilities
|
Financial
liabilities at amortized cost
|
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)
|
|
Facilities
|
Land
|
Furniture and
equipment
|
Tenant
improvements
|
Total
|
Accumulated
amortization
|
|
|
|
|
|
Balance, December
31, 2015
|
$(8,309)
|
$–
|
$(6,917)
|
$–
|
$(15,226)
|
Amortization
|
(5,966)
|
–
|
(27,185)
|
–
|
(33,151)
|
Transfer to assets
held for sale
|
2,343
|
–
|
–
|
–
|
2,343
|
Disposals
|
11,932
|
–
|
27,500
|
–
|
39,432
|
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)
|
Carrying
amount
|
|
|
|
|
|
Balance, December
31, 2016
|
$–
|
$–
|
$8,398
|
$–
|
$8,398
|
Balance, December
31, 2017
|
$–
|
$–
|
$16,128
|
$20,000
|
$36,128
|
Balance,
December 31, 2018
|
$–
|
$–
|
$8,595
|
$118,465
|
$127,060
|
|
Patient
records
|
Trademarks and
domain names
|
Management
software
|
Total
|
Cost
|
|
|
|
|
Balance, December
31, 2015
|
356,893
|
$141,000
|
$73,000
|
$570,893
|
Impairment
loss
|
(64,800)
|
–
|
–
|
(64,800)
|
Balance, December
31, 2016
|
292,093
|
141,000
|
73,000
|
506,093
|
Expenditures
|
–
|
–
|
–
|
–
|
Balance, December
31, 2017
|
292,093
|
141,000
|
73,000
|
506,093
|
Impairment
loss
|
–
|
(42,300)
|
(21,900)
|
(64,200)
|
Balance,
December 31, 2018
|
292,093
|
$98,700
|
$51,100
|
$441,893
|
|
Patient
records
|
Trademarks and
domain names
Management software |
Management
software
|
Total
|
Accumulated
amortization
|
|
|
|
|
Balance, December
31, 2015
|
(35,690)
|
$(14,100)
|
$(7,300)
|
$(57,090)
|
Amortization
|
(56,703)
|
(28,200)
|
(14,600)
|
(99,503)
|
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)
|
|
Patient
records
|
Trademarks and
domain names
Management software |
Management
software
|
Total
|
Carrying
amount
|
|
|
|
|
Balance, December
31, 2016
|
199,700
|
$98,700
|
$51,100
|
$349,500
|
Balance, December
31, 2017
|
142,996
|
70,500
|
36,500
|
249,996
|
Balance,
December 31, 2018
|
71,617
|
$–
|
$-
|
$71,617
|
|
Facility
Portland
|
Land
Portland
|
Total
|
Cost
|
|
|
|
Balance, December
31, 2015
|
$–
|
$–
|
$–
|
Transfer from
property and equipment
|
70,297
|
119,703
|
190,000
|
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
|
|
Facility
Portland
|
Land
Portland
|
Total
|
Accumulated
amortization
|
|
|
|
Balance, December
31, 2015
|
$(2,343)
|
$–
|
$(2,343)
|
Amortization
|
(2,613)
|
–
|
(2,613)
|
Balance, December
31, 2016
|
(4,956)
|
–
|
(4,956)
|
Amortization
|
–
|
–
|
–
|
Balance,
December 31, 2017 and 2018
|
(4,956)
|
–
|
(4,956)
|
|
Facility
Portland
|
Land
Portland
|
Total
|
Carrying
amount
|
|
|
|
Balance, December
31, 2016
|
$65,341
|
$119,703
|
$185,044
|
Balance, December
31, 2017
|
65,341
|
119,703
|
185,044
|
Balance,
December 31, 2018
|
$45,190
|
$82,782
|
$127,972
|
|
As of December
31,
|
|
|
2018
|
2017
|
Trade payables and
accrued liabilities
|
$1,274,885
|
$1,039,166
|
Payroll
liabilities
|
280,007
|
410,389
|
|
$1,554,892
|
$1,449,555
|
|
As at December
31,
|
||
|
2018
|
2017
|
2016
|
Balance, beginning
of period
|
$404,370
|
87,016
|
$78,463
|
Converted to
convertible debentures (a)
|
–
|
(62,131)
|
–
|
Repayment
(b)
|
–
|
(31,000)
|
–
|
Issue of notes
payable (c)(d)(e)(f)(g)
|
495,449
|
399,985
|
–
|
Converted to shares
(c)(d)
|
(167,000)
|
–
|
–
|
Interest
expense
|
27,896
|
10,500
|
8,553
|
Balance, end of
period
|
760,715
|
404,370
|
87,016
|
Less: non-current
portion of notes payable (g)
|
(150,271)
|
–
|
–
|
Current
portion of notes payable
|
$610,444
|
404,370
|
$87,016
|
|
As at December
31,
|
||
|
2018
|
2017
|
2016
|
Principal
|
$550,000
|
$550,000
|
$550,000
|
Interest
|
167,460
|
126,849
|
88,537
|
|
$717,460
|
$676,849
|
$638,537
|
|
As at December
31,
|
||
|
2018
|
2017
|
2016
|
Balance, beginning
of period
|
$1,835,225
|
$468,329
|
$143,341
|
Proceeds from
Issuance of convertible debentures
(a)(b)(c)(d)(e)(f)(g)
|
442,437
|
1,621,791
|
101,124
|
Amount allocated to
conversion option (g)(h)
|
(172,386)
|
(1,047,347)
|
|
Amount converted to
units (a)(b)(c)(d)(e)(f)(g)
|
(2,129,728)
|
–
|
–
|
Interest
expense
|
57,397
|
125,079
|
33,942
|
Accretion
expense
|
241,521
|
667,373
|
189,922
|
|
$274,466
|
$1,835,225
|
$468,329
|
|
|
|
|
|
Warrants
Outstanding as at December 31, |
|
Issuance
|
Expiry
Date
|
Exercise
Price
|
Warrants
issued
|
Common shares
upon exercise
|
2018
|
2017
|
Convertible Debt Conversion
(1)
|
April 23, 2020
|
$C 0.39 $0.30
|
11,373,368
|
11,373,368
|
11,373,368
|
–
|
Note conversion (2)
|
April 23, 2020
|
$C 0.39 $0.30
|
268,817
|
268,817
|
268,817
|
–
|
Shares issued (3)
|
June 11, 2019
|
$C 0.36 $0.28
|
2,000,000
|
2,000,000
|
2,000,000
|
–
|
Note conversion (4)
|
October 22,
2019
|
$C 0.36 $0.28
|
517,132
|
517,132
|
517,132
|
–
|
Shares issued (5)
|
October 22,
2019
|
$C 0.36 $0.28
|
312,903
|
312,903
|
312,903
|
–
|
Convertible Debt Conversion
(6)
|
December 14,
2020
|
$C 0.19 $0.14
|
422,678
|
422,678
|
422,678
|
–
|
|
|
14,894,898
|
14,894,898
|
14,894,898
|
–
|
|
Years ended
December 31,
|
||
|
2018
|
2017
|
2016
|
Convertible Debt
Conversion
|
1,247,038
|
$–
|
$–
|
Shares
issued
|
300,798
|
–
|
–
|
Note
conversion
|
50,589
|
–
|
–
|
|
1,598,425
|
$–
|
$–
|
Risk-free
interest rate
|
|
1.80% -
2.25%
|
Expected
life
|
|
1 - 2
years
|
Expected
volatility
|
|
100.0%
|
Forfeiture
rate
|
|
0.0%
|
Dividend
rate
|
|
0.0%
|
Risk-free
interest rate
|
|
1.85%
|
Expected
life
|
|
0.44 -
1.96 years
|
Expected
volatility
|
|
100.0%
|
Forfeiture
rate
|
|
0.0%
|
Dividend
rate
|
|
0.0%
|
|
Number of
share options
|
Weighted
average exercise price
|
Outstanding,
December 31, 2015
|
–
|
–
|
Granted
|
1,250,000
|
$C0.10
|
Outstanding,
December 31, 2016
|
1,250,000
|
$C0.10
|
Granted
|
2,050,000
|
$C0.10
|
Outstanding,
December 31, 2017
|
3,300,000
|
$C0.10
|
Granted
|
4,300,000
|
$C0.38
|
Outstanding,
December 31, 2018
|
7,600,000
|
$C0.25
|
Exercisable,
December 31, 2018
|
5,650,000
|
$C0.30
|
Exercise price
(C$)
|
|
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
|
|
|
|
3,300,000
|
|
|
|
0.10
|
|
|
|
2.55
|
|
|
|
1,600,000
|
|
|
|
0.10
|
|
|
|
2.95
|
|
|
0.26
|
|
|
|
450,000
|
|
|
|
0.26
|
|
|
|
4.80
|
|
|
|
200,000
|
|
|
|
0.26
|
|
|
|
4.80
|
|
|
0.38
|
|
|
|
3,850,000
|
|
|
|
0.38
|
|
|
|
4.40
|
|
|
|
3,850,000
|
|
|
|
0.38
|
|
|
|
4.40
|
|
|
|
|
|
|
7,600,000
|
|
|
|
0.25
|
|
|
|
3.85
|
|
|
|
5,650,000
|
|
|
|
0.30
|
|
|
|
4.00
|
|
|
|
Years ended December
31,
|
||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||
Risk-free interest rate
|
|
2.19% -
2.37%
|
|
|
0.76%
|
|
|
|
–
|
|
Expected life
|
|
5 years
|
|
|
5
years
|
|
|
|
–
|
|
Expected volatility
|
|
100.0%
|
|
|
100.0%
|
|
|
|
–
|
|
Forfeiture rate
|
|
0.0%
|
|
|
0.0%
|
|
|
|
–
|
|
Dividend rate
|
|
0.0%
|
|
|
0.0%
|
|
|
|
–
|
|
|
Number of share
options
|
Weighted average
exercise price
|
Outstanding,
December 31, 2017, 2016 and 2015
|
–
|
–
|
Granted
(1)
|
627,378
|
$C0.31
|
Outstanding,
December 31, 2018
|
627,378
|
$C0.31
|
Exercisable,
December 31, 2018
|
627,378
|
$C0.31
|
(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).
|
|
|
|
The
fair value of share purchase warrants recognized in reserves during
the year ended December 31, 2018, was $80,280 (year ended December
31, 2017 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, 2018, 2017 and
2016:
|
|
Years ended
December 31,
|
||
|
2018
|
2017
|
2016
|
Risk-free interest
rate
|
1.87%
|
–
|
–
|
Expected
life
|
2
years
|
–
|
–
|
Expected
volatility
|
100.0%
|
–
|
–
|
Forfeiture
rate
|
0.0%
|
–
|
–
|
Dividend
rate
|
0.0%
|
–
|
–
|
|
|
Years ended
December 31,
|
||
|
Note
|
2018
|
2017
|
2016
|
Salaries and
benefits
|
20
|
1,786,804
|
$1,205,514
|
$1,053,305
|
Rent
|
|
272,768
|
267,272
|
160,135
|
Advertising and
promotion
|
|
306,799
|
171,814
|
60,353
|
Telephone and
internet
|
|
97,028
|
–
|
88,485
|
Other
|
|
54,282
|
392,408
|
225,729
|
|
|
2,517,681
|
$2,037,008
|
$1,588,007
|
|
|
Years ended
December 31,
|
||
|
Note
|
2018
|
2017
|
2016
|
Conversion of
convertible debt to share purchase warrants
|
13
|
$1,292,265
|
$–
|
$–
|
Shares issued to
marketing services company
|
14(a)
|
477,180
|
–
|
–
|
Shares issued to
former CEO
|
14(a)
|
477,180
|
–
|
–
|
Conversion of notes
payable into units
|
13
|
114,567
|
–
|
–
|
|
|
$2,361,192
|
$–
|
$–
|
|
As at December
31,
|
|
|
2018
|
2017
|
Canadian dollar net
monetary liabilities
|
$171,578
|
$420,704
|
|
$171,578
|
$420,704
|
|
Years ended
December 31,
|
||
|
2018
|
2017
|
2016
|
Salaries and
benefits
|
$1,063,748
|
$221,700
|
$195,000
|
Share-based
payments
|
892,417
|
–
|
–
|
|
$1,956,165
|
$221,700
|
$195,000
|
|
Total
|
Within 1
year
|
2 - 5
years
|
Greater than 5
years
|
Maturity
analysis of financial liabilities
|
|
|
|
|
Accounts payables
and accrued liabilities
|
$1,554,892
|
$1,554,892
|
$–
|
$–
|
Notes
payable
|
760,715
|
610,444
|
150,271
|
–
|
Convertible
debentures payable
|
274,466
|
274,466
|
–
|
–
|
Secured loan
payable
|
717,460
|
717,460
|
–
|
–
|
|
3,307,533
|
3,157,262
|
150,271
|
–
|
|
|
|
|
|
Commitments
|
|
|
|
|
Future operating
commitments
|
180,696
|
146,036
|
34,660
|
–
|
|
|
|
|
|
Total
financial liabilities and commitments
|
$3,488,229
|
$3,303,298
|
$184,931
|
$–
|
Exhibit
Number
|
Description
|
1.1
|
|
1.2
|
|
1.3
|
|
1.4
|
|
4.1
|
|
8.1
|
|
12.1
|
|
12.2
|
|
13.1
|
|
13.2
|
1 Year Empower Clinics (CE) Chart |
1 Month Empower Clinics (CE) Chart |
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