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Mycotoxins: The Hidden Threat of Mold to Our Bodies and Brains
Tagged: Matt Pratt-Hyatt PhD
The Role of Heavy Metals and Environmental Toxins in Psychiatric Disorders
James Greenblatt, MD
Every day we are exposed to toxins from our environment. We may ingest lead and copper from drinking water, phosphate from processed food and soda, various synthetic chemicals from plastic food containers, and pesticides from fruits and vegetables. Both natural heavy metals and man-made chemicals disrupt hormones and brain development. The brain, especially the developing brain, is very vulnerable to contaminants because of its large size (relative to total body weight) and its high concentration of fats which serve as a reservoir for toxicants to build up. This article will explain the role that heavy metals and environmental toxins play in ADHD.
In January 2016, President Obama declared a state of emergency in Flint, Michigan where thousands of residents were exposed to high levels of lead in their drinking water. The corrosive water from the Flint River caused lead from old water pipes to leach into the water supply, putting up to 12,000 children at risk of consuming dangerous levels of lead. Lead poisoning can cause irreversible brain damage and even death, and growing children are especially susceptible to its poisonous effects. Even low blood lead levels reduce IQ, the ability to pay attention, motor function, and academic achievement.
Blood lead levels in children have plummeted since the US phased out the use of leaded gas and paint in the 1970's. Still, 24 million homes in the US contain deteriorated lead paint and elevated levels of lead-contaminated dust. Soil contains lead from air that settled during our previous industrial use. Old toys and toys from China may contain lead-based paint as well. Again, children are especially at risk of lead poisoning in these environments because they are likely to put their contaminated toys or hands in their mouth.
Since lead poisoning causes cognitive, motor, and behavioral changes, it is not surprising that it also causes ADHD. Lead exposure is estimated to account for 290,000 excess cases of ADHD in US children (Braun et al., 2006). A study on 270 mother-child pairs in Belgium found that doubling prenatal lead exposure (measured in cord blood) was associated with a more than three times higher risk for hyperactivity in boys and girls at age 7-8 (Sioen et al., 2013). A larger study on almost 5,000 US children aged 4-15 found children with the highest blood lead levels were over four times as likely to have ADHD as children with the lowest blood lead levels (Braun et al., 2006).
MRI scans from participants of the Cincinnati Lead Study had striking results: childhood lead exposure was associated with brain volume loss in adulthood. Individuals with higher blood lead levels as children had less gray matter in some brain areas. The main brain region affected was the prefrontal cortex which is responsible for executive function, behavioral regulation, and fine motor control (Cecil et al., 2008).
The CDC has set a blood lead level of 5 µg/dL as the reference value to identify children who require case management. However, many studies have shown lead levels <5 μg/dL still pose problems. For instance, researchers assessing 256 children aged 8-10 concluded, "even low blood lead levels (<5 μg/dL) are associated with inattentive and hyperactivity symptoms and learning difficulties in school-aged children" (Kim et al., 2010).
Copper is an essential trace mineral we must consume from our food supply. It is found in oysters and other shellfish, whole grains, beans, nuts, and potatoes. Like lead, copper can leach into the water supply when copper pipes corrode. One of copper's roles in the body is to help produce dopamine, the neurotransmitter that provides alertness. However, too much copper creates an excess of dopamine leading to an excess of the neurotransmitter norepinephrine. High levels of these neurotransmitters lead to symptoms similar to ADHD symptoms: hyperactivity, impulsivity, agitation, irritability, and aggressiveness. In children with excess copper, stimulant medications don't work as well and tend to cause side effects (agitation, anxiousness, change in sleep and appetite). Most ADHD medications work by increasing levels of dopamine, intensifying the effects of excess copper. In addition, excess copper blocks the production of serotonin, a mood-balancing neurotransmitter. This triggers emotional, mental, and behavioral problems, from depression and anxiety to paranoia and psychosis.
The neurotoxic effects of excess copper are well known and a few studies have assessed copper's role in ADHD symptoms. When researchers compared copper levels in 58 ADHD children to levels in 50 control children, they observed that copper levels were higher in ADHD children. ADHD children also had a higher copper-to-zinc ratio that positively correlated with teacher-rated inattention (Viktorinova et al., 2016). Researchers in Belgium measured the heavy metal exposure of 600 adolescents aged 13-17. They found that an increase in blood copper was associated with a decrease in sustained attention and a decrease in short-term memory. This held true even though this population had normal copper levels (Kicinski et al., 2015). In a randomized controlled trial on 80 adults with ADHD, lower baseline copper levels were associated with better response to treatment with a vitamin-mineral supplement. Among those in the highest copper tertile, only 35% were responders compared to 77% in the middle copper tertile (Rucklidge et al., 2014).
Phosphate is a charged particle (an electrolyte) that contains phosphorus. Phosphorus is the second most abundant mineral in the body (the first is calcium). Phosphorus is a building block for bones and about 85% of total body phosphorus is found in the bones. Deficiencies are rare because phosphorus is naturally abundant in protein-rich foods like meat, poultry, fish, eggs, milk, and milk products as well as in nuts, legumes, cereals, and grains. Although phosphorus is an essential nutrient, too much can be problematic. The phosphate content of processed foods is much higher than that of natural foods, because phosphates are commonly used as additives and preservatives in food production. Our daily intake of phosphate food additives has more than doubled since the 1990's (Ritz et al., 2012). Phosphorus, especially the form found in processed meats, canned fish, baked goods, and soda is quickly absorbed into the bloodstream so levels can rise rapidly.
Phosphorus reduces the absorption of other vital nutrients, many of which ADHD children are deficient in to begin with. For instance, too much phosphorus can lower calcium levels. High phosphorus coupled with low calcium intake leads to poor bone health. The typical American diet contains two to four times more phosphorus than calcium and soda is often a major contributor to this imbalance. In the body, phosphorus and magnesium bind together, making both minerals unavailable for absorption. This is most apparent when magnesium consumption is low and intake of phosphorus is high. Researchers have found that adding Pepsi to men's diet for two consecutive days causes their blood phosphate levels to increase and their magnesium excretion to decrease (Weiss et al., 1992).
In the 1990's, German pharmacist Hertha Hafer discovered that excess dietary phosphate triggered her son's ADHD symptoms. Within her book, The Hidden Drug, Dietary Phosphate: Cause of Behavior Problems, Learning Difficulties and Juvenile Delinquency, she presents a low phosphate diet as a treatment for ADHD. A low phosphate diet led to dramatic improvements in her son's behavior, well-being, and school performance, rendering medication unnecessary. Her family's ADHD problem was resolved and her son had no further problems as long as he avoided high phosphate foods. Hafer finds that children with mild ADHD can improve simply by removing processed meats and phosphate-containing beverages like soda and sports drinks from their diets (Waterhouse, 2008).
Everyday plastic products contain hormone-disrupting chemicals, such as Bisphenol A (BPA) and phthalates, that can migrate into our body and affect the brain and nervous system. These environmental toxins bind to zinc and deplete zinc levels in the body. Phthalates are synthetic chemicals used to make plastics soft and flexible. Phthalates are used in hundreds of consumer products and humans are exposed to them daily though air, water, and food. Di(2-ethylhexyl) phthalate (DEHP) is the name for the most common phthalate. It can be found in products made with plastic such as tablecloths, floor tiles, shower curtains, garden hoses, swimming pool liners, raincoats, shoes, and car upholstery. Based on animal studies, the Environmental Protection Agency (EPA) has classified DEHP as a "probable human carcinogen." Such studies have shown that DEHP exposure affects development and reproduction.
Multiple studies have linked phthalates with ADHD. Researchers assessed the urine phthalate concentrations and ADHD symptoms in 261 children aged 8-11. ADHD symptoms (inattention and hyperactivity/impulsivity), rated by the children's teachers, were significantly associated with DEHP metabolites (breakdown products) (Kim et al., 2009).
Prenatal phthalate exposure is associated with problems in childhood behavior and executive functioning. Third-trimester urines from 188 pregnant women were collected and analyzed for phthalate metabolites. Their children were assessed for cognitive and behavioral development between the ages of 4 and 9. Phthalate metabolites were associated with worse aggression, conduct problems, attention problems, depression, externalizing problems, and emotional control (Engel et al., 2010).
Exposure to DEHP in pediatric intensive care units (PICU) is associated with attention deficits in children. In the hospital, DEHP can be found in and can leach from medical devices such as catheters, blood bags, breathing tubes, and feeding tubes. Researchers in Belgium measured levels of DEHP byproducts in the blood of 449 children aged 0-16 while they were staying in a pediatric intensive care unit. Four years later, the children's neurocognitive development was tested and compared to that of healthy children. The researchers found that all medical devices inserted into the body actively leached DEHP. Predictably, hospitalized children had very high levels of DEHP byproducts throughout their stay in the intensive care unit. A high exposure to DEHP was strongly associated with attention deficit and impaired motor coordination four years after hospital admission. Phthalate exposure from the PICU explained half of the attention deficit in post-PICU patients (Verstraete et al., 2016).
BPA is another problem chemical which is found in food and drink packaging. Exposure to BPA may be related to behavior problems in children. A 2016 nationwide study of 460 children aged 8-15 found children with higher urinary levels of BPA had over five times higher odds of being diagnosed with ADHD (Tewar et al., 2016). In another study, researchers measured BPA concentration in urine samples from women at 27 weeks of pregnancy then assessed the behavior of their children at age 6-10. There was a significant positive association in boys between prenatal BPA concentration and internalizing and externalizing behaviors, withdrawn/depressed behavior, somatic problems, and oppositional/defiant behaviors. Researchers speculated that BPA may have disrupted maternal thyroid or gonadal hormones which are critical to proper brain development (Evan et al., 2014).
In addition to heavy metals and plasticizers, pesticides can cause ADHD symptoms. The American Academy of Pediatrics notes, "Children encounter pesticides daily in air, food, dust, and soil. For many children, diet may be the most influential source. Studies link early-life exposure to organophosphate insecticides with reductions in IQ and abnormal behaviors associated with ADHD and autism" (Roberts & Karr, 2012).
Among pesticides, insecticides may be the most harmful to humans. Insecticides were first developed during World War II as nerve gases. They work by targeting and destroying acetylcholinesterase, an enzyme that controls the neurotransmitter acetylcholine which plays a role in attention, learning, and short-term memory. In one study of 307 children aged 4-9, researchers found that lower acetylcholinesterase activity in boys was linked to a four times greater risk of poor attention and executive function and a six times greater risk of memory and learning problems (Suarez-Lopez et al., 2013). Organophosphates (OPs) are a common type of insecticide that target the nervous system. Forty different types of organophosphates are in use in the United States.
Scientists in California studied 320 mothers and their children. They evaluated urinary levels of metabolites of OPs when the mothers were pregnant. Then when the children were 3- and 5- years old, they were evaluated for ADHD. At both time points, levels of prenatal OP metabolites were positively associated with attention problems and ADHD. Children with mothers who had the highest levels of the OP metabolites were five times more likely to develop ADHD (Marks et al., 2010).
Even organophosphate exposure at low levels common among US children may contribute to ADHD prevalence. Researchers at Harvard University studied more than 1,000 children aged 8-15 from the general population and found that those with detectable urinary levels of an OP metabolite were nearly twice as likely to be diagnosed with ADHD (Bouchard et al., 2010).
Braun et al (2006). Exposures to environmental toxicants and attention deficit hyperactivity disorder in U.S. children. Environmental Health Perspectives, 114(12), 1904-1909.
Cecil et al. (2008). Decreased Brain Volume in Adults with Childhood Lead Exposure. PLoS Medicine, 5(5), PLoS Medicine, 2008, Vol.5(5).
Engel et al. (2010). Prenatal phthalate exposure is associated with childhood behavior and executive functioning. Environmental Health Perspectives, 118(4), 565-71.
Evans et al. (2014). Prenatal bisphenol A exposure and maternally reported behavior in boys and girls. Neurotoxicology, 45, 91-99.
Kicinski et al. (2015). Neurobehavioral function and low-level metal exposure in adolescents. International Journal of Hygiene and Environmental Health, 218(1), 139-146.
Kim et al. (2009). Phthalates Exposure and Attention-Deficit/Hyperactivity Disorder in School-Age Children. Biological Psychiatry, 66(10), 958-963.
Kim et al. (2010). Association between blood lead levels (< 5 μg/dL) and inattention-hyperactivity and neurocognitive profiles in school-aged Korean children. Science of the Total Environment, 408(23), 5737-5743.
Ritz, et al. (2012). Phosphate additives in food--a health risk. Deutsches Ärzteblatt International, 109(4), 49-55.
Roberts & Karr. (2012). Pesticide exposure in children. Pediatrics, 130(6), E1765-88.
Rucklidge et al. (2014). Moderators of treatment response in adults with ADHD treated with a vitamin–mineral supplement. Progress in Neuropsychopharmacology & Biological Psychiatry, 50, 163-171.
Sioen et al. (2013). Prenatal exposure to environmental contaminants and behavioural problems at age 7–8years. Environment International, 59, 225-231.
Suarez-Lopez et al. (2013). Acetylcholinesterase activity and neurodevelopment in boys and girls. Pediatrics, 132(6), E1649-58.
Tewar et al. (2016). Association of Bisphenol A exposure and Attention-Deficit/Hyperactivity Disorder in a national sample of U.S. children. Environmental Research, 150, 112-118.
Verstraete et al. (2016). Circulating phthalates during critical illness in children are associated with long-term attention deficit: A study of a development and a validation cohort. Intensive Care Medicine, 42(3), 379-92.
Viktorinova et al. (2016). Changed Plasma Levels of Zinc and Copper to Zinc Ratio and Their Possible Associations with Parent- and Teacher-Rated Symptoms in Children with Attention-Deficit Hyperactivity Disorder. Biological Trace Element Research, 169(1), 1-7.
Waterhouse, J.C. (2008). Issue 6. Review of the Book: The Hidden Drug, Dietary Phosphate: Causes of Behaviour Problems, Learning Difficulties and Juvenile Delinquency (2000). SynergyHN. https://synergyhn.wordpress.com/phosphate
Weiss, G. H., Sluss, P. M., & Linke, C. A. (1992). Changes in urinary magnesium, citrate, and oxalate levels due to cola consumption. Urology, 39(4), 331-333.
Tagged: James Greenblatt MD
The Importance of Testing for Glyphosate: The World's Most Widely Used Herbicide
by William Shaw, PhD, and Matthew Pratt-Hyatt, PhD
Director and Associate Director of The Great Plains Laboratory, Inc.
Published in the January 2017 issue of Townsend Letter
Glyphosate is the world's most widely produced herbicide and is the primary toxic chemical in Roundup™, as well as in many other herbicides. In addition, it is a broad-spectrum herbicide that is used in more than 700 different products from agriculture and forestry to home use. Glyphosate was introduced in the 1970s to kill weeds by targeting the enzymes that produce the amino acids tyrosine, tryptophan, and phenylalanine. This pathway (called the Shikimate Pathway) is also how bacteria, algae, and fungi produce the same amino acids. This pathway is not present in humans, so manufacturers of glyphosate claim this compound is "non-toxic" to humans. However, evidence shows there are indeed human consequences to the widespread use of this product when we consume plants that have been treated with it and animals who've also consumed food treated with it.
Usage of glyphosate amplified after the introduction of genetically modified (GMO) glyphosate-resistant crops that can grow well in the presence of this chemical in soil. In addition, toxicity of the surfactant commonly mixed with glyphosate, polyoxyethyleneamine (POEA), is greater than the toxicity of glyphosate alone.1 In 2014, Enlist Duo™, a herbicide product which contains a 2,4-dichlorophenoxyacetic acid (2,4- D) salt and glyphosate, was approved in Canada and the US for use on genetically modified soybeans and genetically modified maize, both of which were modified to be resistant to both 2,4-D and glyphosate. 2,4-D, which has many known toxic effects of its own is perhaps better known as a component of Agent Orange, an herbicide used by the United States during the Vietnam War to increase aerial visibility from war planes by destroying plant growth and crops.
Glyphosate and Chronic Health Conditions
Recent studies have discovered glyphosate exposure to be a cause of many chronic health problems. One specific scientific paper listed Roundup™ as one of the most toxic herbicides or insecticides tested.2 Exposure to glyphosate has been linked to autism, Alzheimer's, anxiety, cancer, depression, fatigue, gluten sensitivity, inflammation, and Parkinson's.3-4 A 54-year-old man who accidentally sprayed himself with glyphosate developed disseminated skin lesions six hours after the accident.6 One month later, he developed a symmetrical parkinsonian syndrome. Figure 1 shows the correlation between glyphosate usage and rates of autism, tracking services received by autistic children under the Individuals with Disabilities Education Act (IDEA). This data was originally collected by Dr. Nancy Swanson, along with similar data for many other chronic disorders.14 The causes for these disorders have been linked to glyphosate's impact on gut bacteria, metal chelation, and P450 inactivation.5-6 It can enter the body by direct absorption through the skin, by eating foods treated with glyphosate, or by drinking water contaminated with glyphosate. A recent study stated that a coherent body of evidence indicates that glyphosate could be toxic below the regulatory lowest observed adverse effect level for chronic toxic effects, and that it has teratogenic, tumorigenic and hepatorenal effects that can be explained by endocrine disruption and oxidative stress, causing metabolic alterations, depending on dose and exposure time.7
Glyphosate, Cancer, and the Microbiome
The World Health Organization International Agency for Research on Cancer published a summary in March 2015 that classified glyphosate as a probable carcinogen in humans.8 Possible cancers linked to glyphosate exposure include non- Hodgkin lymphoma, renal tubule carcinoma, pancreatic islet-cell adenoma, and skin tumors.. Studies have also indicated that glyphosate disrupts the microbiome in the intestine, causing a decrease in the ratio of beneficial to harmful bacteria.9 Thus, highly pathogenic bacteria such as Salmonella entritidis, Salmonella gallinarum, Salmonella typhimurium, Clostridium perfringens, and Clostridium botulinum are highly resistant to glyphosate, but most beneficial bacteria such as Enterococcus faecalis, Enterococcus faecium, Bacillus badius, Bifidobacterium adolescentis, and Lactobacillus spp. were found to be moderately to highly susceptible. The relationship between the microbiome of the intestine and overall human health is still unclear, but current research indicates that disruption of the microbiome could cause diseases such as metabolic disorder, diabetes, depression, autism, cardiovascular disease, and autoimmune disease.
Glyphosate and Chelation
Another study found that glyphosate accumulated in bones. Considering the strong chelating ability of glyphosate for calcium, accumulation in bones is not surprising. Other results showed that glyphosate is detectable in intestine, liver, muscle, spleen and kidney tissue. 5 The chelating ability of glyphosate also extends to toxic metals.10 The high incidence of kidney disease of unknown etiology (renal tubular nephropathy) has reached epidemic proportions among young male farm workers in sub-regions of the Pacific coasts of the Central American countries of El Salvador, Nicaragua, Costa Rica, India, and Sri Lanka.11 The researchers propose that glyphosate forms stable chelates with a variety of toxic metals that are then ingested in the food and water or, in the case of rice paddy workers, may be absorbed through the skin. These glyphosate-heavy metal chelates reach the kidney where the toxic metals damage the kidney. These authors also propose that these chelates accumulate in hard water and clay soils and persist for years, compared to much shorter periods of persistence for non-chelated glyphosate. Furthermore, these chelates may not be detected by common analytical chemistry methods that only detect free glyphosate, thus dramatically reducing estimates of glyphosate persistence in the environment when metals are high (for example, in clay soil or hard water).
Testing for Glyphosate
Because glyphosate has been linked with many chronic health conditions, testing for glyphosate exposure and particularly the level of exposure is important. The lower limit of quantification (LLOQ) for The Great Plains Laboratory's Glyphosate Test is 0.38 μg/g of creatinine. The Great Plains Laboratory is the only CLIA certified lab currently performing a test for glyphosate in urine. Our Glyphosate Test can be performed on the same urine sample as for some of our other comprehensive tests, including the Organic Acid Test (OAT) or GPL-TOX (Toxic Non-Metal Chemical Profile). See Figure 2 for an example of our Glyphosate Test report.
As previously mentioned, glyphosate works by inhibiting the synthesis of tryptophan, phenylalanine, and tyrosine in plants. Humans need to obtain these amino acids from food sources. When food sources have scarce amounts of these amino acids due to glyphosate use, humans are at risk for deficiency too. Humans also require bacteria to maintain a healthy immune system. Research indicates that glyphosate decreases the amount of good bacteria in the gut such as bifidobacteria and lactobacilli and allows for the overgrowth of harmful bacteria such as campylobacter and C. difficile.12 Our lab has observed this in patients. We had a female patient who was suffering from depression who did a Glyphosate Test and an Organic Acids Test. Her glyphosate results were 2.99, which was over the 95th percentile and can be seen in Figure 3.
Upon analyzing her OAT we noticed two things. The first was that her 4-cresol was extremely high. This increased 4-cresol can be seen in Figure 4. As stated earlier, glyphosate exposure decreases the good bacteria and allows C. difficile to invade. C. difficile produces a toxin called 4-cresol, which we measure in the OAT. Research has shown that 4-cresol inhibits dopamine beta-hydroxylase.13 Dopamine beta-hydroxylase converts dopamine to norepinephrine. In the OAT we measure both homovanillic acid (dopamine metabolite) and vanillylmandelic acid (norepinephrine metabolite). We have observed patients with a high 4-cresol value have elevated homovanillic acid, which indicates an inability to convert dopamine to norepinephrine. The results from our aforementioned patient were consistent with these other results and can be seen in Figure 5. The recommendations for this patient were to treat her glyphosate exposure and to treat her C. difficile infection.
The results from these tests are indicative of why using the Organic Acids Test and Glyphosate Test together is so valuable and can help you provide more focused treatment for your patients. Treatment of glyphosate toxicity should be centered on determining the route of introduction and avoiding future exposure. Eating organic, non-GMO (genetically modified organism) foods and drinking reverse osmosis water are two of the best ways to avoid glyphosate. A recent study showed that people eating organic food had considerably lower concentrations of glyphosate in the urine.7 Drinking extra water may also be beneficial since glyphosate is water soluble, but that water should be filtered to remove pesticides or, ideally, be treated by reverse osmosis. More than 90% of corn and soy used are now of the GMO type. In addition, non-GMO wheat is commonly treated with glyphosate as a drying procedure. Glyphosate is somewhat volatile and a high percentage of rain samples also contained glyphosate.7
High correlations exist between glyphosate usage and numerous chronic illnesses, including autism14. Other disease incidences with high correlations include hypertension, stroke, diabetes, obesity, lipoprotein metabolism disorder, Alzheimer's, senile dementia, Parkinson's, multiple sclerosis, inflammatory bowel disease, intestinal infections, end stage renal disease, acute kidney failure, cancers of the thyroid, liver, bladder, pancreas, kidney, and myeloid leukemia.14 Correlations are not causations, yet they raise concern over the use of a chemical to which all life on earth appears to be exposed. Testing for glyphosate along with specific markers in the Organic Acids Test can both help determine the level of exposure to glyphosate and guide you toward the most optimal treatment plans for your patients.
1. Bradberry SM, Proudfoot AT, Vale JA. Glyphosate poisoning. Toxicol Rev. 2004;23(3):159-67.
2. Mesnage R et al. Major pesticides are more toxic to human cells than their declared active principles. Biomed Res Int. 2014: 179691
3. Samsel A, Seneff S. Glyphosate, pathways to modern diseases II: Celiac sprue and gluten intolerance. Interdiscip Toxicol. 2013;6:159-184.
4. Samsel A, Seneff S. Glyphosate, pathways to modern diseases III: Manganese, neurological diseases, and associated pathologies. Surg Neurol Int. 2015; 6: 45.
5. Krüger M, Schledorn P, Schrödl W, Hoppe HW, Lutz W, Shehata AA. Detection of Glyphosate Residues in Animals and Humans. J Environ Anal Toxicol. 2014. 4:2 http://dx.doi.org/10.4172/2161- 0525.1000210
6. Barbosa ER, Leiros da Costa MD, Bacheschi LA, Scaff M, Leite CC. Parkinsonism after glycine-derivative exposure. Mov Disord. 2001. 16: 565-568.
7. Mesnage R, Defarge N, Spiroux de Vendômois J, Séralini GE. Potential toxic effects of glyphosate and its commercial formulations below regulatory limits. Food Chem Toxicol. 2015 Oct;84:133-53.
8. Guyton KZ, Loomis D, Grosse Y et al. Carcinogenicity of tetrachlorvinphos, parathion, malathion, diazinon, and glyphosate. Lancet Oncol. 2015 May;16(5):490-1
9. Shehata AA, Schrödl W, Aldin AA, Hafez HM, Krüger M. The effect of glyphosate on potential pathogens and beneficial members of poultry microbiota in vitro. Curr Microbiol. 2013 Apr;66(4):350-8.
10. Jayasumana C, Gunatilake S, Siribaddana S. Simultaneous exposure to multiple heavy metals and glyphosate may contribute to Sri Lankan agricultural nephropathy. BMC Nephrology 2015;16:103. doi 10.1186/s12882-015-0109-2
11. Jayasumana C, Gunatilake S, Senanayake P. Glyphosate, hard water and nephrotoxic metals: Are they the culprits behind the epidemic of chronic kidney disease of unknown etiology in Sri Lanka? Int. J. Environ. Res. Public Health 2014;11:2125-2147.
12. Clair E et al. Effects of Roundup® and glyphosate on three food microorganisms: Geotrichum candidum, Lactococcus lactis subsp. cremoris and Lactobacillus delbrueckii subsp. bulgaricus. Curr Microbiol. 2012;64: 486-491.
13. DeWolf WE Jr. Inactivation of dopamine beta-hydroxylase by p-cresol: isolation and characterization of covalently modified active site peptides. Biochemistry. 1988;27: 9093-9101.
14. Swanson NL, Leu A, Abrahamson J, and Wallet B. Genetically engineered crops, glyphosate and the deterioration of health in the United States of America. Journal of Organic Systems. 2014; 9(2):6- 37.
15. Environmental Protection Agency. Pesticides Industry Sales & Usage. 2006 and 2007 Market Estimates. Available at https://www.epa.gov/sites/production/files/2015-10/documents/market_ estimates2007.pdf. Accessed July 15, 2015.
16. Shehata AA et al. The effect of glyphosate on potential pathogens and beneficial members of poultry microbiota in vitro. Curr. Microbiol. 2013;66: 350-358.
17. Larsen K et al. Effects of sublethal exposure to a glyphosate-based herbicide formulation on metabolic activities of different xenobiotic-metabolizing enzymes in rats. Int J Toxicol. 2014;33: 307-318.
William Shaw, PhD, is board certified in the fields of clinical chemistry and toxicology by the American Board of Clinical Chemistry. Before he founded the Great Plains Laboratory Inc., Dr. Shaw worked for the Centers for Disease Control and Prevention (CDC), Children's Mercy Hospital, University of Missouri at Kansas City School of Medicine, and Smith Kline Laboratories. He is the author of Biological Treatments for Autism and PDD, originally published in 1998, and Autism: Beyond the Basics, published in 2009. He is also a frequent speaker at conferences worldwide.
He is the stepfather of a child with autism and has helped thousands of patients and medical practitioners to successfully improve the lives of people with autism, AD(H)D, Alzheimer's disease, arthritis, bipolar disorder, chronic fatigue, depression, fibromyalgia, immune deficiencies, multiple sclerosis, OCD, Parkinson's disease, seizure disorders, tic disorders, Tourette syndrome, and other serious conditions.
Matthew Pratt-Hyatt, PhD, received his PhD in cellular and molecular biology from the University of Michigan. He has trained under Dr. Paul Hollenberg, a prominent researcher on drug metabolism, and Dr. Curtis Klaassen, one of the world's leading toxicologists. He has over a dozen publications in well-known research journals such as the PNAS and Cell Metabolism. He is currently associate laboratory director at the Great Plains Laboratory Inc. in Lenexa, Kansas, focused on diagnosis and treatment of mitochondrial disorders, neurological diseases, chronic immune diseases, and more. He specializes in developing tools that examine factors at the interface between genetics and toxicology. His work is bringing new insight into how genes and toxicants interact and how that may lead to mental health disorders, chronic health issues, and metabolism disorders.
Tagged: William Shaw PhD, Matt Pratt-Hyatt PhD
Toxic Chemicals, Chronic Illness
Radio Show Interview about Glyphosate - Dr. William Shaw
This is a radio show interview with Dr. William Shaw on local New York station WBAI 99.5 from April 15, 2016. Take Charge of Your Health hosts Corinne Funari, RPA, CCN and Linda Segal interviewed Dr. Shaw about the dangers of glyphosate, the world's most widely used herbicide being sprayed on our crops. To listen to the show, click here. Dr. Shaw's interview starts at 13:00.
Tagged: Glyphosate
Avoiding Toxic Chemicals in Back-to-School Supplies
Terri Hirning
CLICK HERE TO READ TO THE ARTICLE
Tagged: Terri Hirning
From Autism Awareness to Autism Action
The Prevalence and Dangers of Organophosphate Pesticides
Pratt‐Hyatt, Matthew Ph.D
Toxic Crumb Rubber: Nothing to Play Around With
Matt Pratt-Hyatt, Ph.D.
As a parent of two young children I understand that parents have a long list of things to worry about. We parents worry if our children are eating right, getting enough sleep, or if they're making friends. Unfortunately, we now also have to worry about the toxic environment to which our children may be exposed, be it the toys they are playing with or the cups they use for drinking. The latest data shows that the playgrounds and artificial turf fields they play on may be quite toxic and hazardous to their health.
In the last two decades, many playgrounds, soccer fields, and football fields have been replacing their natural surfaces with a synthetic surface of rubber granules made up of ground up tires. Despite the popularity of these types of surfaces many different activist groups have expressed concern that these synthetic materials may be a toxic burden on our children.
In 2006 a commentary was written in Environmental Health Perspectives detailing how little we knew about the material we are having our children play on (Anderson et al, 2006). In the years since, there have been some insightful studies performed that give clues into how harmful prolonged exposure to these playing fields may be. In 2007, a study from the nonprofit organization Environment and Human Health, Inc. and the Department of Analytical Chemistry at the Connecticut Agricultural Experimental Station produced one of the first reports about chemicals found leaching from artificial surfaces made from rubber tires. This report indicated that benzothiazole, butylated hydroxyanisole, n-hexadecane, 4-(t-oxtyl) phenol, and zinc were found leaching from the tires. These chemicals are known carcinogens and neurotoxicants (Brown et al., 2007).
A second report in 2008 in the Journal of Exposure Science and Environmental Epidemiology provided some additional data on the chemicals that could affect children. The report indicated that the rubber granules have a much higher amount of polycyclic aromatic hydrocarbons (PAHs) than soil. Zinc and chromium were also found to be much higher in the artificial surfaces than in soil. The report also stated that although lead was not found to be much higher than in soil the bioaccessibility was much higher (Zhang et al, 2008). PAHs are known neurotoxic chemicals which have been found in air pollution from fossil fuel combustion. A recent study published in PLOS One from the University of Columbia discovered a link between PAH exposure and the development of attention deficit and hyperactivity problems (Perera et al., 2014).
In the last several years many alternatives to crumb rubber have emerged. One drawback to these alternatives is that they will add cost to the play area project. However, these costs do not calculate the damage these surfaces may be inflicting on our children. In light of the new data, any new playground or school field should reconsider the use of crumb rubber.
Tagged: Matt Pratt-Hyatt PhD, 2015
Long-term air pollution exposure is associated with neuroinflammation, an altered innate immune response, disruption of the blood-brain barrier, ultrafine particulate deposition
Calderon-Garciduenas, et al., Toxicol Pathol, 2008
Neuropsychological dysfunction related to earlier occupational exposure to mercury vapor.
Zachi, et al., Braz J Med Biol Res, 2007
Medications as a source of human exposure to phthalates.
Hauser, et al., Environ Health Perspect, 2004
An anthropological approach to the evaluation of preschool children exposed to pesticides in Mexico.
Guillette, et al., Environ Health Perspect, 1998


text:
The Flash: Season 7, Episode 12 "Good-Bye Vibrations" (B)
Well, I guess that's it for Cisco and Kamila, who opted to wait to tell the team that they were leaving town until they really had to go, presumably to put off any sad goodbyes until the last minute. It did seem strange that no one was sentimental about them going, but naturally that was a front to cover their emotions and it all resulted in two sentimental send-off, one from Team Flash and one from Team Citizen. Cisco leaving is a big deal since he's a part of this show from the beginning, and while Chester is indeed entertaining, he still feels a bit new. Kamila, on the other hand, has never been a truly central part of this show, but presumably she'll now be replaced by a new cast member who might join Team Citizen since Iris and Allegra could use a third partner to help them continue their investigative reporting. Having the guest meta be someone who made people happy was helpful for Cisco to be able to be exuberant while he was otherwise upset about the lack of commotion over his impending departure, and I like the idea that Barry was intent on not sending this particular criminal to Iron Heights but instead having her do community service in order to pay for her crimes. The karaoke moment at the end of the episode felt like more of a nod to the cast dynamic that's likely present and nostalgic about Carlos Valdés leaving than about Barry singing with Cisco and Caitlin, something I don't remember happening more than once or twice at the most.
Labels: Good-Bye Vibrations, The Flash

redpajama_set_name: RedPajamaCommonCrawl


text:
package ru.arkuz.addressbook.tests;

import org.testng.annotations.BeforeMethod;
import org.testng.annotations.Test;
import ru.arkuz.addressbook.model.ContactData;
import ru.arkuz.addressbook.model.Contacts;
import ru.arkuz.addressbook.model.GroupData;
import ru.arkuz.addressbook.model.Groups;

import static org.hamcrest.CoreMatchers.equalTo;
import static org.hamcrest.MatcherAssert.assertThat;

/**
 * Created by Arkuz on 07.04.2016.
 */
public class AddContactToGroupTest extends TestBase {

  @BeforeMethod
  public void ensurePreconditions(){
    // если нет контактов
    if (app.db().contacts().size() == 0){
      app.goTo().homePage();
      app.contact().create(new ContactData().
              withFirstname("Test1").withLastname("Testov1").withAddress("Pushkina 25").
              withPhoto(globalPhoto).
              withMobilePhone("111").withHomePhone("222").withWorkPhone("333").
              withEmail("test1.testov1@test.ru").withEmail2("test1.testov1@test.ru").withEmail3("test1.testov1@test.ru"));
    }
    // если нет групп
    if (app.db().groups().size() == 0){
      app.goTo().groupPage();
      app.group().create(new GroupData().withName("test1").withFooter("footer1").withHeader("header1"));
    }
  }

  @Test
  public void testAddContactToGroup(){

    Groups groups = app.db().groups();
    Contacts before = app.contact().all();
    ContactData selectedContact = before.iterator().next();
    int beforeGroups = selectedContact.getGroups().size();

    app.goTo().homePage();
    GroupData gd = app.contact().addInGroup(selectedContact, groups);

    int afterGroups = selectedContact.getGroups().size();

    assertThat(afterGroups, equalTo(beforeGroups + 1));
    assertThat(selectedContact, equalTo(selectedContact.outGroup(gd)));
  }
}

redpajama_set_name: RedPajamaGithub


This past Saturday morning in Houston, Local Lodge 811 Women's Committee held their 3rd annual Memorial Cancer Walk. The goal of the event was to raise awareness for those impacted by cancer – caregivers, families and patients alike.
The walk was part of Houston's annual IAM Union Picnic.
Among the activists participating in the event were cancer survivors, families of survivors, and those who were walking in honor of others who have passed away.
The project began three years ago, led by Local Lodge 811 Women's Committee Chairwoman, Jackie Golphin. Jackie is a cancer survivor who wanted to find a way to encourage women like herself to get early screenings.
Jackie approached United Airlines managers at IAH in Houston about including public service announcements to promote cancer screenings as a regular part of the company's health and wellness messaging. Hub Manager Becky Alberts was willing to partner with the Women's Committee – and Breast Cancer awareness became a top priority at the Houston airport.
Today, thanks to the activism of Local Lodge 811 Women's Committee, travelers that pass through Houston's international airport will see pushbacks, baggage carts, tugs and other heavy equipment painted bright pink.
To date, the Memorial Cancer Walk has helped drive the message that early screenings save lives to an audience of several thousand IAM Union members in Houston, including Locals 811 and 2198.
Local Lodge 811 Women's Committee hopes to grow the program so that it can reach more people, and inspire more women to become activists in their communities.


text:
Nine For ESPN
Questions about Title IX they won't answer
ESPN spent last year celebrating the 40th anniversary of Title IX, mostly by using the term as if it were synonymous with women's sports, in a deliberate attempt to obfuscate the issue. Now, the network is running a short film series called Nine for IX, which it says is inspired by the legislation, although the stories have really got nothing to do with it.
The real Title IX guarantees in part that, "No person in the United States shall, on the basis of sex, be excluded from participation in … any education program or activity receiving Federal financial assistance." Who could have a problem with that?
The Education Department, that's who. The enforcement mechanism it devised consists of three requirements, one of which must be met for a school to be deemed Title IX compliant: (1) providing "participation opportunities," or athletic roster spots, in numbers proportional to enrollment rates; (2) demonstrating a continuous process of expanding opportunities for the underrepresented sex; or (3) fully accommodating the interests and abilities of the underrepresented sex.
Option (3) is unquantifiable, and is therefore dependent on bureaucratic benevolence, which is not in ample supply. Most schools rely on Option (2), on the basis of having added at least one women's team in the recent past. Once a school has had to make athletic budget cuts, however, it's hard to make the case that opportunities for anyone are being expanded. In that event, the school must fall back on Option (1), also known as "the proportionality test," which by design is extremely unreasonable, vindictive and loony.
This is the regulation that has forced the elimination of hundreds of men's college sports teams nationwide, and prevented countless others from being created. It is this that ESPN and the rest of the sports media are celebrating. Is it any wonder they won't stand up and say so?
Well, since they're so knowledgeable on the subject, yet have not shared the truth about it with the rest of us, here are nine questions for ESPN about Title IX:
(I) The proportionality test undeniably excludes people from participation in college athletics on the basis of sex. If you don't want to repeal the proportionality test, how can you claim to support Title IX?
(II) Why have those who call the elimination of men's teams an "unintended consequence" of Title IX so strenuously resisted every effort to prevent that consequence from recurring?
(III) Title IX applies to all scholastic activities, but these enforcement regulations apply only to college athletics. Why should activities in which women are the overrepresented sex, such as the performing arts, not be subject to the exact same rules?
(IV) The Bush administration had produced an online survey to measure female students' interest in sports, in order to establish a "presumption of compliance" with Option (3). "Title IX supporters" like yourselves persuaded President Obama to rescind this policy. Why shouldn't a school be granted a presumption of compliance, i.e., innocence, in the absence of a known violation?
(V) When told that there's far less interest in sports among women than men, "Title IX supporters" often respond that greater interest among women should be encouraged, and that participation in sports is beneficial to female students. That may very well be true, but what in the world has that got to do with enforcing an anti-discrimination law?
(VI) Two sports that are booming among high school boys, but being suffocated at the men's collegiate level, are hockey and lacrosse. Title IX does not apply to private schools whose students don't receive federal aid. As a result, six of the eight Ivy League schools participate in men's hockey, and seven in men's lacrosse. In what way have any women been adversely affected by this?
(VII) If a school is abiding by the proportionality test, and the percentage of men in its student body suddenly increases, that would make men the underrepresented sex in athletics. Would eliminating one of the women's teams then be an anti-discriminatory thing to do?
(VIII) In 1988, Congress expanded the phrase "educational program or activity" in such a way that if any student at a university has received a federal grant or loan, that university's athletic programs are said to be the recipients of "federal financial assistance." How can you defend such an egregious and absolute lie?
… and finally;
(IX) If one of your anchors blurted out the truth about Title IX on the air, how long would that person be given to clean out his or her desk?


text:
Management's Discussion and Analysis
MichiCann Medical Inc.
The following management discussion and analysis ("MD&A") may contain "forward-looking information" within the meaning of Canadian securities legislation ("forward-looking statements"). These forward-looking statements are made as of the date of this MD&A and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation. Forward-looking statements relate to future events or future performance and reflect Company management's expectations or beliefs regarding future events. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including "may", "future", "expected", "intends" and "estimates". By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Certain forward-looking statements in this MD&A include, but are not limited to the following:
• the Company's expansion plans; and
• its expectations regarding production capacity and production yields
The above and other aspects of the Company's anticipated future operations are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. Such factors include but are not limited to the Company's ability to obtain the necessary financing and the general impact of financial market conditions, the yield from marihuana growing operations, product demand, changes in prices of required commodities, competition, government regulations and other risks.
For further information on the Company reference should be made to the Company's public filings which are available on SEDAR.
The following MD&A of MichiCann Medical Inc. (the "Company" or "MichiCann") should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the years ended December 31, 2019 and 2018, which are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
This document is intended to assist the reader in better understanding operations and key financial results as of the date of this MD&A. The consolidated financial statements and this MD&A have been approved by its Board of Directors. This MD&A is dated April 29, 2020.
All dollar amounts referred to in this MD&A are expressed in Canadian dollars except where indicated otherwise.
DESCRIPTION OF BUSINESS AND GOING CONCERN
MichiCann is a private investment company incorporated under the laws of Ontario on December 5, 2017. The Company's head office is located at 8820 Jane Street, Concord, ON, L4K 2M9 Canada.
As at December 31, 2019, the Company's working capital deficiency was $16,071,433 (2018 – working capital of $34,775,749) and has accumulated losses of $14,667,625 (2018 - $2,163,725) since inception.
These conditions indicate the existence of material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern. If the going concern assumption were not appropriate, then adjustments would be necessary to the carrying values of assets and liabilities, the reported expenses and the statements of financial position classifications used. Such adjustments could be material.
MichiCann, operating as Red White & Bloom is an investment company with a focus on the United States cannabis industry. MichiCann's current investments are primarily in the investment in PharmaCo Inc. ("PharmaCo") which include the Debenture and its rights under the Put/Call Option Agreement (both described below) and the acquisition of Mid-American Growers Inc. ("MAG"), which closed after year end and is further described in our Subsequent Events.
MichiCann holds 8% senior secured convertible debenture (the "Debenture") and a put/call option agreement (the "Put/Call Option") to acquire all the issued and outstanding shares of its Michigan based investee PharmaCo, a private company incorporated under the laws of the State of Michigan. The Put/Call Option is subject to MichiCann completing the licensing requirements to operate in the State of Michigan. The Debenture is secured by all real and personal property and interests in the real and personal property of PharmaCo, whether now owned or subsequently acquired. The Debenture has a maturity date of January 4, 2023 unless the Debenture becomes due earlier.
PharmaCo was granted a Step 1 prequalification by the Medical Marihuana Licensing Board of the State of Michigan in October of 2018, and has been awarded multiple municipal approvals for grower permits
(cultivation), manufacturing (including extraction and derivative manufacturing) and provisioning centers (dispensaries).
Since its prequalification was issued in October 2018, PharmaCo expanded its operations through the acquisition of multiple assets that cover cultivation, processing/manufacturing and provisioning centers throughout the state of Michigan.
PharmaCo has purchased three indoor cultivation facilities with a cumulative 110,000 square feet and 10 acres of outdoor cultivation. They control 2 locations for processing and currently operate 10 provisioning centers (dispensaries) as well as control an additional 8 dispensaries that have yet to be opened.
Plans are underway to roll out unified corporate branding to allow for even greater efficiency and scaling outside Michigan.
Subsequent to year end, MichiCann closed the acquisition of MAG. MAG owns and operates a 3.6 million square foot facility in Granville, Illinois and holds both a hemp grower and hemp processing license with the state of Illinois.
Initial hemp crops are in the facility and the company intends to grow, process and sell various hemp and CBD products through this facility.
Lastly, MichiCann has a strategy of expanding to a limited number of additional states as the opportunity presents itself with the intent of only entering markets that allow for the operation at scale to try and maximize operational efficiencies generally only available to those businesses that operate at scale.
PROPOSED TRANSACTION
Tidal Royalty Corp.
On May 8, 2019, the Company executed a business combination agreement (the "Definitive Agreement") with Tidal Royalty Corp. ("Tidal") pursuant to which Tidal will acquire all of the issued and outstanding shares of the Company (the "Proposed Transaction"). Under the terms of the Definitive Agreement, all of the issued and outstanding common shares of MichiCann will be exchanged on the basis of 2.08 common shares of Tidal, for each one (1) MichiCann common share, subject to adjustment in certain circumstances as set out in the Definitive Agreement (the "Exchange Ratio"). Upon completion of the Proposed Transaction, and assuming no other issuances of securities by MichiCann, existing MichiCann and Tidal shareholders will own approximately 80% and 20% of the resulting company (the "Resulting Issuer"), respectively, on a fully diluted basis. All outstanding options and warrants to purchase MichiCann common shares will be replaced with options and warrants to purchase common shares of the Resulting Issuer in accordance with the Exchange Ratio.
The Proposed Transaction will be completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario), whereby 2690229 Ontario Inc., a wholly owned subsidiary of Tidal will amalgamate with the Company (the "Amalgamation"). The Proposed Transaction will constitute a "Fundamental Change" of the Company, as such term is defined in the policies of the Canadian Securities Exchange (the "CSE") and as a result Tidal will be required to obtain the approval of the holders of its outstanding common shares, by simple majority, which it intends to obtain by way of written consent.
Immediately prior to the completion of the Amalgamation, Tidal will (i) complete a share consolidation on an 8:1 basis (the "Consolidation"), (ii) the Company will change its name to "Red White & Bloom Inc." or such other name (the "Name Change").
Pursuant to the terms of the Definitive Agreement, the closing of the Proposed Transaction is subject to a number of conditions, including but not limited to (i) obtaining requisite shareholder approvals, (ii) the completion of the Consolidation, the Name Change and the board appointments, (iii) obtaining requisite regulatory approvals including the approval of the CSE for the Proposed Transaction and the listing of the common share of the Resulting Issuer, (iv) obtaining escrow agreements from the directors and officers of each of MichiCann and Tidal, and certain shareholders of each of MichiCann, its Michigan based investee and Tidal pursuant to which the escrowed shares would be subject to restrictions on transfer and other dealings and released in three equal tranches over a period of 18 months following the closing of the Proposed Transaction, and (vi) other closing conditions customary for transactions of this nature. Subsequent to the year ended December 31, 2019, the Company amended the Definitive Agreement.
SELECTED ANNUAL AND QUARTERLY FINANCIAL INFORMATION
Selected Annual Information
The following selected financial information is derived from the audited consolidated financial statements of the Company:
Periods Ended December 31, (audited)
Net loss and comprehensive loss
Net loss per share – Basic & fully diluted
Totals assets
Cash dividends declared per share
Selected Quarterly Information
Quarters ended
For the year ended December 31, 2019 compared to the year ended December 31, 2018.
The Company does not currently generate revenue or operating cash flow and relies on external financings to generate capital. As a result, the Company has continued to incur losses since the its inception including for the years ended December 31, 2019 and 2018.
The Company's ability to continue operations is dependent on management's ability to secure financing. Management is actively pursuing such additional sources of financing, and there can be no assurance it will be able to secure additional financing required for its operations. Accordingly, these factors indicate material uncertainties that may cause significant doubt as to the Company's ability to continue as a going concern. The Company is considering various financing options to fund its operations.
During the year ended December 31, 2019, the Company incurred a net loss and comprehensive loss of $12,513,900 (2018 - $2,131,039). The increase in net loss and comprehensive loss of $10,382,861 was mainly attributable to the net effect of:
·Increase of $2,158,536 in share-based compensation, from $1,637,559 in 2018 to $3,796,095 in 2019. The expense is related to stock options issued to executives, consultants, officers and employees of the Company.
·Increase of $3,540,353 in interest expense, from $Nil in 2018 to $3,540,353 in 2019. The expense is related to interest on the credit facility.
·Increase of $2,361,459 in commissions, from $Nil in 2018 to $2,361,459 in 2019. The expense is related to the bridge financing transaction which was closed on June 4, 2019.
·Increase of $1,898,807 in professional fees, from $53,522 in 2018 to $1,952,329 in 2019. The increase in professional fees resulting from a significant increase in legal and other professional work related to the amalgamation agreement, negotiations and the reverse takeover transactions.
·Increase of $594,839 in consulting fees, from $325,000 in 2018 to $919,839 in 2019. The increase was to support management in its effort to build infrastructure necessary for the Company's growth.
·Increase of $880,491 in marketing, from $32,921 in 2018 to $913,412 in 2019. The increase was to support increased marketing and investor relations activities.
·Increase of $568,167 in salaries and wages, from $Nil in 2018 to $568,167 in 2019. The increase was to support management in its effort to build infrastructure necessary for the Company's growth.
·Increase of $71,370 in general and administration, from $7,865 in 2018 to $79,235 in 2019.
·Increase of $1,898 in depreciation, from $Nil in 2018 to $1,898 in 2019.
·Increase of $1,411,268 in foreign exchange loss, from foreign exchange gain of $25,465 in 2018 to foreign exchange loss of $1,385,803 in 2019.
·Decrease of $139,938 in accretion expense, from $139,938 in 2018 to $Nil in 2019.
·Increase of $3,960,708 in interest income, from $Nil in 2018 to $3,960,708 in 2019. The income is related to accrued interest on the Debenture.
·Increase of $1,111,637 in income from management fees, from $Nil in 2018 to $1,111,637 in 2019. The income is related to management fee charged to PharmaCo.
·Increase of $2,340,164 in accretion of loans receivable, from $Nil in 2018 to $2,340,164 in 2019. The income is related to accretion on the Debenture.
·Increase of $4,407,819 in loss on revaluation of call option, from $Nil in 2018 to $4,407,819 in 2019. The loss is related to revaluation of Put/Call Option.
·Decrease of $40,301 in deferred income tax recovery, from $40,301 in 2018 to $Nil in 2019.
The increase in overall expenses during the year ended December 31, 2019 is in line with management expectation. To date, the Company has not commenced commercial operations.
The Company has a history of operating losses and of negative cash flow from operations. The Company will remain reliant on capital markets for future funding to meet its ongoing obligations.
The Company's ability to continue operations is dependent on management's ability to secure additional financing. Management is actively pursuing such additional sources of financing, and there can be no assurance it will be able to secure additional financing required for its operations. Accordingly, these factors indicate material uncertainties that may cause significant doubt as to the Company's ability to continue as a going concern.
As at December 31, 2019, the Company had working capital deficiency of $16,071,433 (2018 - working capital of $34,775,749), consisting of cash in the amount of $1,378,687 (2018 - $24,377,286), prepaid expenses of $124,140 (2018 - $50,000), accounts receivable of $1,463,388 (2018 - $Nil), current portion of loans receivable of $36,504,397 (2018 - $10,510,400), net of accounts payable and accrued liabilities of $1,334,370 (2018 - $161,937), convertible debentures of $17,597,600 (2018 - $Nil) and bridge financing of $36,610,075 (2018 - $Nil).
The Company believes that the current capital resources are not sufficient to pay overhead expenses for next twelve months and is currently seeking additional funding to fund its overhead expenses and its continuous search for other business opportunities. The Company will continue to monitor the current economic and financial market conditions and evaluate their impact on the Company's liquidity and future prospects.
As at December 31, 2019, the shareholders' equity of $52,437,424 (2018 - $34,775,749) consisted of share capital of $61,366,160 (2018 - $35,111,680), contributed surplus of $5,748,889 (2018 - $1,952,794), subscriptions receivable of $Nil (2018 - $125,000) and deficit of $14,677,625 (2018 - $2,163,725).
OUTSTANDING SHARE DATA
a)Authorized Share Capital: unlimited common shares without par value.
b)Issued and Outstanding as at December 31, 2019: 84,211,752 common shares (2018 – 74,222,182).
On January 2, 2018, the Company issued 37,309,999 founder common shares for gross proceeds of $37.
On November 21, 2018, the Company issued an aggregate of $1,012,000 principal amount of unsecured convertible debentures (the "Unsecured Debentures") convertible into one common share of the Company at a price of $0.50 per common share. All Unsecured Debentures were converted into an aggregate of 2,024,000 common shares of the Company on November 21, 2018.
On December 19, 2018, the Company issued 30,078,182 common shares pursuant to a non-brokered financing (first tranche) at a price of $1.00 for aggregate gross proceeds of $30,078,182. The Company paid share issuance costs of $470,340 as finder fees. Subsequent to the year ended December 31, 2018, $120,000 in subscriptions receivable was received.
On December 19, 2018, the Company completed the issuance of 4,810,000 common shares to settle certain debts at a price of $1.00 per common share for a total of $4,810,000. The shares were issued to settle amounts owned by PharmaCo to a third-party company.
On February 22, 2019, the Company issued 4,500,000 common shares pursuant to a non-brokered financing (second tranche) at a price of $1.00 per common share for aggregate proceeds of $4,500,000. The Company paid share issuance costs of $7,286.
On February 22, 2019, the Company issued 2,240,000 common shares pursuant to a non-brokered financing at a price of $2.50 per common share for aggregate proceeds of $5,600,000. The Company paid share issuance costs of $9,068.
On September 30, 2019, the Company issued 1,178,100 common shares pursuant to a non-brokered financing at a price of $5.00 per common share for aggregate proceeds of $5,890,500.
On October 1, 2019, the Company issued 345,000 common shares pursuant to a non-brokered financing at a price of $5.00 per common share for aggregate proceeds of $1,725,000.
On October 23, 2019, the Company issued 1,200,000 common shares pursuant to a non-brokered financing at a price of $5.00 per common share for aggregate proceeds of $6,000,000.
On November 1, 2019, the Company cancelled 345,000 common shares. The original proceeds of $1,725,000 were returned to the purchasers and reversed from common shares on the statement of changes in equity.
On December 18, 2019, the Company issued 27,000 common shares pursuant to a non-brokered financing at a price of $5.00 per common share for aggregate proceeds of $135,000.
The Company paid share issuance costs of $93,370 for non-brokered financing completed in the year ended December 31, 2019.
During the year ended December 31, 2018, the Company issued 595,430 finders' warrants with an exercise price of $1.00 per common share of the Company for a period of two years. No warrants were issued during the year ended December 31, 2019.
Warrant transactions and the number of warrants outstanding are summarized as follows:
Balance at December 31, 2017
Exercised
The following warrants were outstanding at December 31, 2019:
Number of Warrants Outstanding
Number of Warrants Exercisable
On October 1, 2018, the Company granted 2,000,000 stock options to a consultant and an officer of the Company. These stock options vest 12.5% on January 1, 2019, 12.5% on April 1, 2019, 12.5% on July 1, 2019, 12.5% on October 1, 2019, 12.5% on January 1, 2020, 12.5% on April 1, 2020, 12.5% on July 1, 2020 and the remaining 12.5% on October 1, 2020. These stock options have an exercise price of $0.50 per share and expire on October 1, 2023.
On October 1, 2018, the Company granted 2,500,000 stock options to consultants of the Company. These stock options vest 25% on January 1, 2019, 25% on April 1, 2019, 25% on July 1, 2019, 25% on October 1, 2019. These stock options have an exercise price of $0.50 per share and expire on October 1, 2023.
On January 15, 2019, the Company granted a total of 1,100,000 stock options to a consultant of the Company. 500,000 of these stock options vest on April 1, 2019. Theses stock options have an exercise price of $1.00 per share and expire on January 15, 2024. The remaining 600,000 of these stock options vest on October 1, 2019. These stock options have an exercise price of $2.50 per share and expire on January 15, 2024.
On February 1, 2019, the Company granted 400,000 stock options to a consultant of the Company. These stock options vest 12.5% on October 1, 2019, 12.5% on January 1, 2020, 12.5% on April 1, 2020, 12.5% on July 1, 2020, 12.5% on October 1, 2020, 12.5% on January 1, 2021, 12.5% on April 1, 2021 and the remaining 12.5% on July 1, 2021. These stock options have an exercise price of $1.00 per share and expire on February 1, 2024.
On April 1, 2019, the Company granted 400,000 stock options to a consultant of the Company. These stock options vest 25% on October 1, 2019, 25% on January 1, 2020, 25% on April 1, 2020, an 25% on July 1, 2020. These stock options have an exercise price of $1.00 per share and expire on April 1, 2024.
On April 15, 2019, the Company granted 12,500 stock options to an employee of the Company. These options vest 34% on April 15, 2020, 33% on April 15, 2021, and 33% on April 15, 2022. These stock options have an exercise price of $1.00 and expire on April 15, 2024.
On April 29, 2019, the Company granted 500,000 stock options to a consultant of the Company. These options vest 25% on April 29, 2019, 25% on May 30, 2019, 25% on August 30, 2019, and 25% on December 30, 2019. These stock options have an exercise price of $1.00 and expire on April 29, 2024.
On May 13, 2019, the Company granted 350,000 stock options to an executive of the Company. These stock options vest 12.5% on May 13, 2019, 12.5% on August 13, 2019, 12.5% on November 13, 2019, 12.5% on February 13, 2020, 12.5% on May 13, 2020, 12.5% on August 13, 2020, 12.5% on November 13, 2020 and the remaining 12.5% on February 13, 2021. These stock options have an exercise price of $1.00 per share and expire on May 13, 2024.
On May 21, 2019, the Company granted 30,000 stock options to an employee of the Company. These stock options vest 12.5% on May 21, 2019, 12.5% on August 21, 2019, 12.5% on November 21, 2019, 12.5% on February 21, 2020, 12.5% on May 21, 2020, 12.5% on August 21, 2020, 12.5% on November 21, 2020 and the remaining 12.5% on February 21, 2021. These stock options have an exercise price of $1.00 per share and expire on May 21, 2024.
On August 12, 2019 the Company granted 12,500 stock options to an employee of the Company. These options vest 34% on August 12, 2020, 33% on August 12, 2021, and 33% on August 12, 2022. These stock options have an exercise price of $1.00 and expire on August 12, 2024.
On November 13, 2019, the Company granted 100,000 stock options to an employee of the Company. These options vest 8.3% on February 13, 2020, 8.3% on May 13, 2020, 8.3% on August 13, 2020, 8.3% on November 13, 2020, 8.3% on February 13, 2021, 8.3% on May 13, 2021, 8.3% on August 13, 2021, 8.3% on November 13, 2021, 8.3% on February 13, 2022, 8.3% on May 13, 2022, 8.3% on August 13, 2022, and 8.3% on November 13, 2022. These stock options have an exercise price of $1.00 and expire on November 13, 2024.
On November 22, 2019, the Company granted 25,000 stock options to an employee of the Company. These options vest 8.3% on February 13, 2020, 8.3% on May 13, 2020, 8.3% on August 13, 2020, 8.3% on November 13, 2020, 8.3% on February 13, 2021, 8.3% on May 13, 2021, 8.3% on August 13, 2021, 8.3% on November 13, 2021, 8.3% on February 13, 2022, 8.3% on May 13, 2022, 8.3% on August 13, 2022, and 8.3% on November 13, 2022. These stock options have an exercise price of $1.00 and expire on November 22, 2024.
The options granted during the year ended December 31, 2019 have a fair value of $2,593,834 (2018 - $3,739,048) estimated using the Black-Scholes options pricing model with the following weighted average assumptions:
Risk-free interest rate
Expected term (in years)
Estimated dividend yield
Estimated volatility
During the year ended December 31, 2019, the Company recognized $3,796,095 (2018 - $1,637,559) in share-based compensation under graded vesting.
Options transactions and the number of options outstanding are summarized are as follows:
The following options were outstanding and exercisable at December 31, 2019:
Number of Options Outstanding
Number of Options Exercisable
FINANCIAL AND OTHER INSTRUMENTS
The Company's financial assets and liabilities consist of cash, accounts receivable, loans receivable, call option, accounts payables and accrued liabilities, convertible debentures, and bridge financing.
Assets and liabilities measured at fair value on a recurring basis were presented on the Company's statement of financial position as of December 31, 2019 and December 31, 2018 as follows:
Fair Value Measurements Using
Quoted prices in
active markets
for identical
unobservable
(Level 1)
Loans receivable
Refundable deposits
Accounts payable and accrued liabilities
Convertible debentures
The fair values of other financial instruments, which include accounts payable and accrued liabilities and loans receivable, approximate their carrying values due to the relatively short-term maturity of these instruments.
(a)Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and loans receivable. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. Deposits held with these institutions may exceed the amount of insurance provided on such deposits. The Company is exposed to significant credit risk on its loans receivable. The carrying amount of financial assets represents the maximum credit exposure.
(b)Foreign Exchange Rate
The Company has cash and loans receivable denominated in US dollars and, as a consequence, the financial results of the Company's operations as reported in Canadian dollars are subject to changes in the value of the Canadian dollar relative to the US dollar. Therefore, exchange rate movements in the US dollar can have a significant impact on the Company's operating results due to the translation of monetary assets.
At December 31, 2019, a 5% strengthening (weakening) of the Canadian dollar against the US dollar would have increased (decreased) the Company's net loss before taxes by approximately $2,586,608 (2018 - 10%, $125,000) for the year ended December 31, 2019.
(c)Interest Rate Risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Interest earned on cash and cash equivalents is at nominal interest rates, and therefore the Company does not consider interest rate risk to be significant.
As at December 31, 2019, the interest rate on loans receivable and convertible debentures is fixed based on the contracts in place. As such, the Company is exposed to interest rate risk to the extent of these financial assets and liabilities.
(d)Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities.
As at December 31, 2019, the Company had a cash balance of $1,378,687 (2018 - $24,377,286) available to apply against short-term business requirements and current liabilities of $55,542,045 (2018 - $161,937). All of the liabilities presented as accounts payable and accrued liabilities are due within 90 days of December 31, 2019
BRIDGING FINANCE INC. CREDIT FACILITY
On June 4, 2019, Bridging Finance Inc. (the "Lender") entered into a credit agreement (the "Credit Agreement") with the Company and PharmaCo (collectively, the "Borrowers") pursuant to which the Lender established a non-revolving credit facility (the "Facility") for the Borrowers in a maximum principal amount of $36,374,400 (the "Facility Limit"). The purpose of the Facility is so that the Borrowers can purchase certain real estate and business assets in the state of Michigan, to make additional permitted acquisitions and for general corporate and operating purposes.
The obligations under the Facility are due and payable on the earlier of: (a) the termination date (being January 4, 2020); and (b) the acceleration date (being the earlier of the date of an insolvency event or that a demand notice is delivered pursuant to the terms of the Credit Agreement).
In respect of the advance made by the Lender to the Borrowers under the Facility, the Borrowers agreed to pay the Lender:
a)Interest at the prime rate plus 10.55% per annum calculated and compounded monthly, payable monthly in arrears on the last day of each month; and
b)A work fee equal to $909,360 (the "Work Fee") (paid by the Company).
The obligations under the Facility are secured by general security agreements on each Borrower, mortgages on certain owned real property of PharmaCo among other security obligations.
As the funds under the Facility (net of the Work Fee, commissions and other transaction expenses of the Lender) were advanced by the Lender directly to MichiCann, MichiCann in turn advanced the funds (net of MichiCann's transaction expenses) to PharmaCo pursuant to a Promissory Note (the "Promissory Note") issued by PharmaCo to MichiCann in the principal amount of $30,648,516 (the "Principal"). The Principal is due and payable in full on January 2, 2020 (the "Maturity Date"). PharmaCo may prepay the Principal in full in whole prior to the Maturity Date. Any amounts payable by PharmaCo or MichiCann to the Lender under the Facility will reduce the amount of PharmaCo's obligations to MichiCann on a dollar for dollar basis under the Promissory Note.
The Company paid financing fees related to the Facility, including the Work Fee, of $2,361,459 which has been included as commission expenses for the year ended December 31, 2019. The Company also deducted a debt service reserve of $3,323,524 from the total principal amount which serves to pay the interest on the Facility as it is incurred. During the year ended December 31, 2019, the Company incurred interest expense of $3,540,353 on the Facility. As such, as of December 31, 2019 the debt service reserve balance is $nil and the Company has interest payable of $229,399 included in the bridge financing amount. During the year ended December 31, 2019, the Company paid deposit of $133,000 for additional professional fees. The remaining balance of the deposit as at December 31, 2019 was $72,500.
On January 10, 2020, the Facility was amended (the "Amended Facility") pursuant to an amended and restated agreement between the Lender, MichiCann (as guarantor) and PharmaCo, RWB Illinois, Inc. ("RWB") and MAG (as borrowers).
The Amended Facility increased the Facility Limit to US $49,750,000 in the aggregate of which US $27,000,000 was to refinance the existing Facility and US $22,750,000 was used to complete the MAG Acquisition and for general corporate and operating purposes.
The obligations under the Facility are due and payable on the earlier of:
(a) the termination date (being July 10, 2021 subject to the right of the Borrowers to extend the termination date by paying a 1% fee for two additional six-month periods for a total of 30 months); and
(b) the acceleration date (being the earlier of the date of an insolvency event or that a demand notice is delivered pursuant to the terms of the Amended Credit Agreement).
In respect of the advance made by Bridging to the Borrowers under the Facility, the Borrowers agreed to pay Bridging:
(a)Interest at the prime rate plus 12% per annum calculated and compounded monthly, payable monthly in arrears on the last day of each month; and
(b)A work fee equal to $1,492,500 (the "Amended Work Fee") (paid by the Company)
CRITICAL ACCOUNTING ESTIMATES
The preparation of consolidated financial statements requires the Company to select from possible alternative accounting principles, and to make estimates and assumptions that determine the reported amounts of assets and liabilities at the balance sheet date and reported costs and expenditures during the reporting period. Estimates and assumptions may be revised as new information is obtained, and are subject to change. The Company's accounting policies and estimates used in the preparation of the consolidated financial statements are considered appropriate in the circumstances, but are subject to judgments and uncertainties inherent in the financial reporting process. In preparing these MD&A, management has made significant assumptions regarding the circumstances and timing of the transactions contemplated therein, which could result in a material adjustment to the carrying amount of certain assets and liabilities if changes to the assumptions are made.
ADOPTION OF NEW AND REVISED STANDARDS AND INTERPRETATIONS
IFRS 16 Leases
The Company adopted IFRS 16 Leases ("IFRS 16") effective January 1, 2019. This new standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both the lessee and the lessor. The new standard introduces a single lessee accounting model that requires the recognition of all assets and liabilities arising from a lease. The main features of the new standard are as follows:
·An entity identifies as a lease a contract that conveys the right to control the use of an identified asset for a period in exchange for consideration.
·A lessee recognizes an asset representing the right to use the leased asset, and a liability for its obligation to make lease payments. Exceptions are permitted for short-term leases and leases of low-value assets.
·A lease asset is initially measured at cost, and is then depreciated similarly to property, plant and equipment. A lease liability is initially measured at the present value of the unpaid lease payments.
·A lessee presents interest expense on a lease liability separately from depreciation of a lease asset in the statement of profit or loss and other comprehensive income.
·A lessor continues to classify its leases as operating leases or finance leases, and to account for them accordingly.
·A lessor provides enhanced disclosures about its risk exposure, particularly exposure to residual-value risk.
The new standard supersedes the requirements in IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.
The Company reviewed its operations and noted no material impact on the adoption of IFRS 16.
The following is a summary of related party transactions that occurred during the year ended December 31, 2019:
(a)Included in accounts payable and accrued liabilities is $377,157 (2018 - $6,250) payable to a director of the Company. Amounts due to related parties have no stated terms of interest and/or repayment.
(b) Key management personnel include the directors and officers of the Company. Key management compensation consists of the following:
Consulting fees paid or accrued to a company controlled by the director of the Company
Salary paid to management of the company
There were no post-employment benefits, termination benefits or other long-term benefits paid to key management personnel for the period ended December 31, 2019 and 2018.
OFF-BALANCE SHEET ARRANGEMENTS
The Company did not enter into any off-balance sheet arrangements during the period.
OUTSTANDING SHARES DATA AS OF REPORT DATE
Issued and outstanding common shares
Series I preferred shares
Series II preferred shares
Warrants outstanding
Stock options outstanding
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS
The information provided in this report, including the consolidated financial statements, is the responsibility of Management. In the preparation of these statements estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying consolidated financial statements.
The Investment in the common shares must be regarded as highly speculative due to the proposed nature of the Company's business and its present stage of operations.
There can be no assurance that an active and liquid market for the Company's common shares will develop and an investor may find it difficult to resell the common shares.
The Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") are responsible for designing internal controls over financial reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's consolidated financial statements for external purposes in accordance with IFRS. The design of the Company's internal control over financial reporting was assessed as of the date of this MD&A.
Based on this assessment, it was determined that certain weaknesses existed in internal controls over financial reporting. As indicative of many small companies, the lack of segregation of duties and effective risk assessment were identified as areas where weaknesses existed. The existence of these weaknesses is to be compensated for by senior management monitoring, which exists. The officers will continue to monitor very closely all financial activities of the Company and increase the level of supervision in key areas. It is important to note that this issue would also require the Company to hire additional staff in order to provide greater segregation of duties. Since the increased costs of such hiring could threaten the Company's financial viability, management has chosen to disclose the potential risk in its filings and proceed with increased staffing only when the budgets and workload will enable the action. The Company has attempted to mitigate these weaknesses, through a combination of extensive and detailed review by the CEO of the financial reports.
Although current management has demonstrated its ability to raise funds in the past, with the current financial market conditions and global economic uncertainty, there can be no assurance they will be able to do so in the future. The financial results and discussion do not include the adjustments that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
ADDITIONAL INFORMATION FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE
For the three months ended
General and administration
Foreign exchange loss (gain)
Illinois Facility and Mid-American Growers, Inc.
On October 9, 2019, the Company entered into an agreement and plan of merger (the "MAG Merger Agreement") with MAG, RWB Illinois, Inc. and Arthur VanWingerden and Ken VanWingerden (collectively the "MAG Sellers") pursuant to which the Company will acquire all of the issued and outstanding shares of MAG. MAG has a facility for Hemp production, on 124 acres of real property commonly known as 14240 Greenhouse Avenue, Granville, Illinois (the "MAG owned property"). The MAG Merger Agreement was amended on November 1, 2019 and January 9, 2020. The merger was completed on January 10, 2020 ("MAG Acquisition").
Pursuant to the MAG Merger Agreement, on closing of the MAG Acquisition, the Company paid to the MAG Sellers USD $7,100,000 in cash and issued to the MAG Sellers a non-transferable, fully paid right to receive in the aggregate 35,637,800 common shares of Tidal after the completion of the three-cornered
amalgamation with the Company and 2690229 Ontario Inc. ("Resulting Issuer Shares") (assuming completion of the Proposed Transaction prior to June 1, 2020). If the Proposed Transaction is not completed prior to June 1, 2020, MichiCann shall deliver to the MAG Sellers an aggregate cash payment equal to USD $5,000,000 and 17,133,600 MichiCann common shares.
In addition, so long as the MAG Sellers have used commercially reasonable efforts to assist MichiCann and MAG in achieving regulatory approval of a commercial cultivation center license to MAG for the Illinois Facility described below (the "Milestone Event") (i) MichiCann shall issue to the MAG Sellers an additional 5,491,200 Resulting Issuer Shares (assuming completion of the Proposed Transaction prior to the Milestone Event) based on a value of USD $10,000,000 and (ii) only if the Milestone Event is achieved during calendar 2020, MichiCann shall pay to the MAG Sellers in the aggregate an additional USD $5,000,000 in cash. If the Proposed Transaction is not completed at the time of the Milestone Event, MichiCann shall issue to the MAG Sellers an aggregate 2,640,000 additional MichiCann common shares.
Concurrent with the closing of the MAG Acquisition, MichiCann's wholly owned subsidiary, RWB Illinois, Inc. acquired an additional 142 acres of land located in Illinois, together with the buildings, plant facilities, structures, building systems fixtures and improvements located thereon and related personal property and intangibles (together with the MAG owned property, the "Illinois Facility") for USD $2,000,000 pursuant to a real estate purchase agreement made and entered into as of January 10, 2020 between RWB, VW Properties LLC, as seller, and each of the MAG Sellers.
Tidal Amendment
On March 12, 2020, the Company entered into an amended and restated business combination agreement (the "Amended Agreement") with Tidal pursuant to which Tidal will acquire all of the issued and outstanding shares of the Company on a 2:1 basis, subject to adjustment in certain circumstances (the "Amended Exchange Ratio"). The terms of the Amended Agreement provide that the share consideration will now be comprised of one common share (the "Common Shares") and one series 2 convertible preferred share (the "Series 2 Shares") of the Resulting Issuer. The Series 2 Shares to be issued to MichiCann shareholders (i) will carry voting rights (entitling a holder to one vote per Series 2 Share held, voting together with the holders of common shares), (ii) will be entitled to 5% annual dividends payable in additional Series 2 Shares (the "Dividends"), (iii) will be convertible (together with accrued Dividends) into Common Shares on a 1:1 basis at the option of the holder on or after the seven month anniversary of their issuance date, and (iv) will automatically be converted on the same basis on the two year anniversary of their issuance date. All outstanding options and warrants to purchase MichiCann common shares will be exchanged with options and warrants to purchase common shares and Series 2 Shares in accordance with the Amended Exchange Ratio.
The Amended Agreement contemplates the following changes: Immediately prior to the completion of the Amalgamation, Tidal will (i) complete a share consolidation on a 16:1 basis (the "Amended Consolidation"), (ii) change its name to "Red White & Bloom Brands Inc." and (iii) reconstitute its board of directors such that the board of the Resulting Issuer will consist of five (5) directors, which will include two (2) members of the current board of Tidal and three (3) nominees of MichiCann (the "Board Appointments").
Pursuant to the terms of the Amended Agreement, the closing of the Proposed Transaction is subject to a number of conditions, including but not limited to (i) obtaining the requisite shareholder approvals, (ii) the completion of the Amended Consolidation, the Name Change and the Board Appointments, (iii) obtaining requisite regulatory approvals including the approval of the CSE for the Proposed Transaction
and the listing of the Common Shares, (iv) obtaining escrow agreements from the directors and officers of each of MichiCann and Tidal, and certain shareholders of each of MichiCann and Tidal pursuant to which the escrowed shares would be subject to restrictions on transfer and other dealings and released in three equal tranches over a period of 18 months following the closing of the Proposed Transaction, and (v) other closing conditions customary for transactions of this nature.
Tidal Business Combination
On April 28, 2020, the Company announced the closing of the Amalgamation with Tidal pursuant to the terms of the Amended Agreement dated March 12, 2020.
The Amalgamation involved the acquisition of 100% of the Company's issued and outstanding shares on a 2:1 basis. Due to the terms of the Exchange Ratio the previous shareholders of the Company acquired a controlling interest in Tidal and as such the Amalgamation has been accounted for as a reverse takeover transaction with the Company being the resulting issuer for financial reporting purposes. Upon completion of the Amalgamation, Tidal changed its name to Red, White & Bloom Brands Inc.
The assets and liabilities of Tidal cannot be disclosed at this time because the Company is still in the process of completing the closing balance sheet and the valuation of assets and liabilities acquired.
Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as "COVID-19", has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to business globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.
Additional information about the Company is available on SEDAR at www.sedar.com.


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Evander Holyfield and Third Wife, Candi, Ask Dr. Phil to Help Them Avoid Divorce
By Wood, Atter & Wolf, P.A.
Evander Holyfield was once the world heavyweight boxing champion. Now he is involved in another type of battle; this one is to save his third marriage from heading toward divorce. After a series of public foibles, Holyfield and his third wife, Candi, are scheduled to appear on the Dr. Phil show to discuss their faltering marriage.
In a statement, the couple said that they admired Dr. Phil's "heartfelt approach" in helping couples in trouble. Dr. Phil is a former psychologist made famous by appearances on the Oprah Winfrey show. Several years ago Dr. Phil was awarded his own television talk show where he helps people deal with difficult times in their lives.
The Holyfield's are expected to open up about their less-than-perfect private life, including how Holyfield struck his wife recently. Critics accuse Holyfield and his wife of seeking attention rather than real healing, and point out that an abusive relationship and a troubled marriage cannot be saved in a one hour television show.
While not everyone agrees with Holyfield's method of trying to save his marriage, long-term private couple's counseling is a positive step that may help save some marriages from divorce. If your marriage is past saving, please contact our Jacksonville, Florida law firm for legal counsel.
Find out more about the Holyfield's appearance on the Dr. Phil show at Hide behind the sofa: The Holyfields are coming clean.
Posted in: Divorce / Dissolution of Marriage, Domestic Violence / Injunctions and Internet / Technology
Michael A. Atter Jennifer M. Erlinger
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How is Permanent Alimony Awarded in the State of Florida? January 17, 2020
What is Family Law Mediation in Florida? How Does It Work? December 5, 2019
What are the Laws as to Staying in the Home in Family Law Cases? November 18, 2019
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Now that cold-pressed juice shops are on every corner, it's time to step up what's in your cup. The newest trend in healthy living: drinking charcoal. Major juice companies like Project Juice, Juice Generation, and Lulitonix currently have charcoal drinks on their menus, touted as the newest way to detox. So does it work? Find out more about the trendy drink below.
Charcoal drinks are made from activated charcoal, which is regular charcoal that has been heated with gas in order to form pores. These pores are used to trap chemicals, which is why activated charcoal has medicinal uses.
The most common, established way doctors use activated charcoal is as an emergency treatment for poisonings; when ingested, activated charcoal can prevent certain chemicals from being absorbed by the stomach. But other ways to use charcoal have popped up as the trendy new way to better your health — anything from trapping toxins in your body to curing your hangover to preventing gas.
Use as a poisoning deterrent aside, activated charcoal hasn't been evaluated in enough studies to prove its effectiveness in other uses. Some studies show that it is effective for reducing gas, for example, while others disagree. And when it comes to preventing hangovers, experts say that it doesn't seem to trap alcohol, which would make it less effective than some charcoal-infused hangover remedies would claim. Activated charcoal has, however, been shown to be effective for reducing bile flow during pregnancy.
Side effects of ingesting activated charcoal aren't too serious, but it can cause constipation and black stools, so keep that in mind before you start downing bottle after bottle. In rare cases, activated charcoal can cause intestinal blockage. And since charcoal absorbs what's in your stomach, don't take your medication within two hours of drinking a charcoal blend.
If you're curious about trying out an activated charcoal drink, choose a reputable source and start small. Many people describe the taste as neutral, so if you're worried about eating ash, rest assured the other flavors in your juice will be the most prominent. Check out POPSUGAR Beauty's taste test of Juice Generation's charcoal drinks here for more on what it tastes like. But if you're looking for a way to quickly detox or feel better after an indulgent weekend, take note: a diet full of fresh produce and whole foods is the smarter way to look and feel your best.