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Chalice Receivership Update: Weak Market, Insiders Pounce

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I’ve been writing about the Chalice receivership process since late May, when Chalice Brands Ltd. (OTCMKTS: CHALF) filed an Oregon Circuit Court complaint. In that Oregon lawsuit, Chalice brought claims against five local subsidiaries to drive them into receivership, claiming some $35 million owed. This lawsuit was orchestrated with a parallel Canadian proceeding. In that one, Chalice and its affiliates received protection from creditors, while the company attempts to reorganize without filing bankruptcy.

I haven’t been following the Canadian proceeding, but things are coming into focus here in Oregon. I’ll share two takeaways today. First, the bid and sale process shows that the market for Oregon cannabis businesses remains depressed and unattractive, even at steep discounts. Second, the proposed sale of the Oregon subsidiaries’ assets won’t sit well with many people. This is because the sale is teed up for the bargain basement price of $3 million, to buyers who could be fairly called Chalice “insiders.”

The market for Oregon cannabis assets is awfully weak

We didn’t need a Chalice faceplant to know things were bad. Here in the Portland office, we’ve spent much of 2023 helping clients sell, or attempt to sell, Oregon cannabis businesses and related assets. On offer are whole verticals we helped purchase in the COVID run-up. There just aren’t a lot of buyers right now, especially at scale.

Chalice was a relatively large outfit. At the outset of this Receivership, the Chalice subsidiaries held 22 Oregon cannabis licenses, including 16 retail licenses. All 22 licenses remain “active” today, although some aren’t operating per OLCC dispensation. As of May 23, 2023, Chalice subsidiaries also owned four inactive licenses in Nevada; and a single, active California license. A bit more on those below.

Following the Oregon Receiver’s appointment, he went about marketing the Oregon assets energetically, including the 22 cannabis licenses. A mere four offers were received by the bid deadline. (In full disclosure, we represent one of the bidders, and other interested parties.) Following a period of negotiation with the high bidder (not our client), and following what the Receiver has described as extensive creditor negotiation and outreach, he picked a winner. They negotiated some, landing at a sale price of $3 million for all locations save three undesirable stores.

During the bid process, interested parties who were willing to sign a nondisclosure agreement gained access to a data room. Presumably, that data room contained revenue and other performance metrics for the businesses at issue. I did not visit the data room and can only speculate as to the revenues these 22 businesses were generating. I do feel fairly confident though, in opining that the $3 million sticker price looks like a helluva deal. To wit, Chalice announced the acquisition of just four of the stores on offer for $6.5 million just one year ago.

Granted, some of the Oregon assets aren’t operating at this time. The buyers have also agreed to pay cash at close, which bolsters the offer, and would allow the receiver to clear out tax liabilities and some portion of monies owed to secured creditors. Under the draft asset purchase agreement I’ve reviewed, the buyer should also receive the five Nevada licenses (but not the California license), whatever those are worth, as part of the $3 million purchase price. The buyer would not be assuming any liabilities.

At this point we should ask who is getting screwed here, if the Court approves this sale. In my view, it’s primarily smaller, Oregon cannabis businesses and third parties (e.g. landlords, service providers), whom the Chalice subsidiaries owe money that will never be repaid. To wit, the initial Complaint in the Oregon litigation alleged that the Chalice subsidiaries “… owe approximately $3.7 million in the aggregate in trade payables…” (ouch) as well as a “significant amounts of indebtedness to third parties” (awfully vague).

A second group of disadvantaged parties is arguably the shareholders of Chalice Brands– or most of them. It appears the parent company will never receive the $35 million that the subsidiaries allegedly owe to their investment vehicle. Today, the company’s stock price is deservedly in the toilet at $.0000010 USD, down from a 52-week high of $.27 USD. Arms-length investors took a bath.

So, who is about to benefit? Read on.

The familiar faces buying Chalice assets

The winning bidder is an entity called APCO LLC, a newly formed Delaware entity owned in whole or in part by familiar parties, William Simpson and Gary Zipfel. Many readers may recall that Simpson founded Chalice Farms in 2014. He sold to Golden Leaf in 2017 and became its CEO as part of that deal. Simpson left or was ousted at the end of 2018, long before the company renamed itself Chalice Brands. Finally, in January of this year, Simpson was appointed as Advisor to the Chalice Board. He was described by CEO Jeff Yapp as a “major shareholder” in the announcement.

The other APCO owner listed as an purchase agreement signatory, Gary Zipfel, was appointed to the Board of Directors of Chalice Brands at the same time Simpson resurfaced. Like Simpson, Zipfel was also described as a “major shareholder.” In Court filings, the Receiver has been careful to describe APCO as “a good faith-purchaser, in that Purchaser demonstrated honesty in fact and fair dealing in negotiating its bid.” Maybe so, at least in that certain capacity. On the other hand, the Receiver has distanced himself, prudently and cautiously, from activity occurring prior to his appointment. In his August 2 report to the Oregon Court, for example, the Receiver wrote:

Prior to the CCAA filing in Canada, and the initiation of the Receivership in Oregon, the Board of Directors of Chalice formed a Special Committee to initiate a strategic review to determine if there was a potential buyer of the assets of Chalice. The Special Committee spent several weeks actively soliciting buyers for all of its Canadian and U.S. holdings, including speaking with investment bankers to determine if their clients had any interest in acquiring Chalice’s assets. The Receiver is generally advised that these efforts were quite robust, and while no sale was completed during this strategic review, many of those interested parties did submit bids and/or complete due diligence during the CCAA and Receivership process.

Interesting! Parties affected by this proposed sale to APCO may be interested in getting information from Chalice on:

  • the run-up to this “robust” outreach process, starting with Chalice’s apparent decision to stop paying vendors before bringing on Simpson and Zipfel, and throughout their tenures
  • whether the Special Committee solicited offers only for “all of its Canadian and U.S. holdings”, or also offered separately the Oregon assets headed for APCO
  • a summary of the “many bids” received by the Special Committee, and whether any of those bids outclassed the $3m in cash that APCO and its owners now propose to pay for the Oregon assets
  • who served on the Special Committee, and the rationale in refusing any or all of the “many bids”
  • why this process lasted only “several weeks” (an incredibly compressed timeline)
  • the involvement of Zipfel and Simpson in the offering process, in their respective capacities as Advisor and Director of the Chalice Board, or otherwise

This could be a bunch of smoke with no fire. I don’t know. Fairness also requires an acknowledgement that the Chalice insiders’ company brought more cash to the table than other bidders in this hapless Oregon process. Still, I hope that someone digs into this: right now it feels like we are sitting on half a story. The proposed sale optics are problematic in that all of these Chalice assets are teed up for transfer to Chalice insiders, and for a song. Meanwhile unpaid farmers, landlords and everyone else would take it in the shorts upon Court approval.

We will keep tracking this one as it works its way through the Receivership process. Until then, for previous posts on Chalice check out the following:



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Scientists Now Think That One Compound in the Cannabis Plant Can Replace All Opiates

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Which Cannabis Compound Do Scientists Think Can Replace Opiates?

…And Why This Is Important

Opiates are a type of pharmaceutical drug that’s been made from the opium poppy plant. While it’s somewhat a ‘natural’ substance that’s been extracted from the fibers and sap of the opium poppy plant, these are extremely dangerous sedatives that act on the central nervous system. However, there are completely synthetic opioids as well, which are manufactured entirely in laboratories.

Famous examples of well-known and widely-used opiates today include heroin, codeine, and morphine. They all work similarly, binding to the brain’s opioid receptors and users feel a drastic reduction in pain. It also causes users to feel euphoric, drowsy, or sleepy. Common side effects include constipation and nausea.

Because opiates are powerful for dulling one’s pain perceptions, they have become commonly prescribed by doctors and hospitals for pain relief. That said, opiates have become one of the world’s most addictive, dangerous, and fatal drugs – and you can get prescribed it right by your very own physician. Repeated use of opiates can easily lead to dependence and addiction, and eventually consuming high doses can drastically slow down breathing, and cause brain damage, or even death.

Since doctors still keep prescribing opioids, this has resulted in the deadly Opioid Epidemic, which has killed thousands of people. It’s a worrisome public health crisis, most especially because of fentanyl, an illegally manufactured opioid which is said to be 50 times more potent than heroin.

Could The Answer To The Opioid Epidemic Lie In Cannabis…Terpenes?

The past few years have shown that cannabis legalization is critical for surviving the opioid epidemic, and reducing overall opioid consumption.

The results of a recent research paper, which builds on past studies conducted by Dr. John Streicher, who is a member of the Comprehensive Center for Pain and Addiction, reveals fascinating findings. According to Streicher, cannabis terpenes were found to provide relief in inflammation models as well as on neuropathic pain caused by chemotherapy.

For the study, Streicher and his research team analyzed 4 kinds of terpenes that are found in mid to high levels in Cannabis sativa plants: linalool, geraniol, beta-caryophyllene, and alpha-humulene. They discovered that each terpene produced significant pain relief among mice subjects with fibromyalgia and post-operative pain, and among the terpenes, geraniol was found to be the most powerful.

“Our research is showing that terpenes are not a good option for reducing acute pain resulting from an injury, such as stubbing your toe or touching a hot stove; however, we are seeing significant reductions in pain when terpenes are used for chronic or pathological pain,” he said. “This study was the first to investigate the impact of terpenes in preclinical models of fibromyalgia and post-operative pain and expand the scope of potential pain-relieving treatments using terpenes,” Streicher said.

Cannabis terpenes are the compounds responsible for the aromatic profile of each strain; they are located in the plant trichomes. Not only do they contribute to each strain’s unique flavor and odor, but they also have valuable therapeutic and medicinal benefits. There are around 150 kinds of terpenes known today, though in the entire plant world, there are known to be some 20,000 terpenes.

Understanding the therapeutic benefits of terpenes is incredibly valuable also because they don’t contain THC (tetrahydrocannabinol), the compound in marijuana that gets you high.

“With fibromyalgia, there isn’t much of an understanding of what the pain state is, and there are not a lot of great options for treating it,” explains Streicher. “Our findings show that terpenes may be a viable treatment option for fibromyalgia pain, which could potentially have a large impact and make a difference for an under-treated population.”

Other Studies

This is not the first time that cannabis terpenes have been found to demonstrate excellent pain-relieving properties. It must be noted that just like what Streicher says, terpenes seem to do better with chronic pain management, instead of acute pain management.

Another study from 2024, which was published in The Journal of the Association for the Study of Pain, was conducted by researchers at the University of Arizona and the National Institutes of Health. The investigators analyzed the analgesic properties of different terpenes including geraniol, humulene, linalool, pinene, and caryophyllene among mice subjects with chemotherapy-induced peripheral neuropathy.

According to the researchers, all the terpenes delivered analgesic effects that were equivalent to around 10 mg/kg of morphine. It was also interesting to note that administering both morphine and terpenes together at low doses resulted in ‘enhanced’ pain-killing effects.

“Together these studies identify cannabis terpenes as potential therapeutics for chronic neuropathic pain,” said the investigators.

There have also been other studies that have found that combining cannabis with opioids can indeed provide long-lasting pain relief. It comes with the added benefit of reducing opioid doses needed for effective pain control. This phenomenon is called opioid-sparing. These types of protocols can be beneficial for patients who suffer from severe, chronic pain caused by cancer, arthritis, joint problems, fibromyalgia, diabetes, post-surgical pain, migraines, nerve damage, and so much more.

Conclusion

Learning more about the pain-killing properties of terpenes is extremely valuable for the medical community, patients, and even society as a whole. We can all do with less opioid addictions because it has torn families apart, and caused the deaths of thousands of people.

Terpenes, or cannabis in general, offer a natural and safe alternative that can be complementary to other pharmaceutical treatments designed to reduce pain.

 

SWAPPNG OPIOIDS FOR CANNABIS, READ ON…

OPIOIDS FOR POT

OPIOIDS FOR POT, WHAT WE KNOW FROM ILLINOIS AND ARIZONA?



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Cannabis and the Authoritarian State

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Cannabis and the Authoritarian State

Cannabis has been legal for longer than it has been illegal. Let that sink in for a minute. For thousands of years, humans cultivated and consumed cannabis freely across civilizations and continents. It wasn’t until the early 1900s that we witnessed a massive push to drive hemp and cannabis into the black market, primarily due to industrial competition from petrochemicals, pharmaceuticals, and other industrial applications.

What makes cannabis so threatening to powerful interests? For starters, hemp and cannabis are highly versatile crops with over 50,000 different uses, from medicine to textiles to fuel. Even more remarkable is how this plant is hardwired to work with the human body through our endocannabinoid system—a biological network we didn’t even discover until the 1990s.

Perhaps most threatening of all is that cannabis is insanely easy to grow. This means that if the plant helps you with a particular physical ailment, you have the ability to grow your own medicine indefinitely. No insurance premiums, no wait lists, no pharmaceutical middlemen—just you cultivating your own healing directly from the earth.

Authoritarians do not like this, not one bit. When people can meet their own needs independently, power structures lose their grip. When citizens can think differently without permission, control systems begin to fail. So today, we’re going to look at the interesting relationship between authoritarianism and cannabis, and how this humble plant plays a key role in keeping you free.

We’ve already established the versatility of cannabis, but there’s another element that those old D.A.R.E. PSAs inadvertently reveal about what authoritarians think about cannabis. I’m talking, of course, about “behavior.” You see, in an authoritarian system, you and I are but cogs in the machine. We’re the expendables who should be proud to work ourselves to death for our “fearless leaders.”

This is precisely why certain ideas, philosophies, religions, movements, books, and substances are typically banned in authoritarian regimes. Take North Korea as an example: everything from the type of television citizens watch to the music they hear is a tightly spun spell designed to keep the populace in check. While they don’t have explicit laws against hemp (they actually grow it industrially), smoking psychoactive cannabis is strictly forbidden.

Contrast this with places like Malaysia, where you can get up to 5 years for possessing just 20 grams of cannabis, and even face the death penalty depending on the situation. These authoritarians don’t play around when it comes to cannabis because they know it affects the behavior of their populace in ways they can’t control.

The question becomes: what behavior do they fear so much that cannabis produces within the individual?

The answer is a critical mind. People who consume cannabis often begin to question their own belief systems. Most regular users undergo some transformation in their values and perspectives. Cannabis has a unique way of helping people see beyond cultural programming and think outside established paradigms. It can make the familiar strange and the strange familiar—a psychological state that’s antithetical to authoritarian control.

This independent thinking runs counter to the narrative of authoritarians who wish to maintain a tight grip on social consciousness. If even 10% of a population begins to pivot in their behavior within a regime, it can have massive ripple effects. Just look at cannabis in the US—it went from being demonized to being embraced by the majority in less than 80 years, despite massive propaganda efforts.

For authoritarians, psychoactive cannabis isn’t primarily a threat to public health and wellbeing—it’s a threat to the health and wellbeing of authoritarianism itself. When people start thinking differently, they start living differently. When they start living differently, they start demanding different. And that’s the beginning of the end for any system built on unquestioning obedience.

Beyond the threat to thought control, there’s another reason why drugs in general remain illegal: the state can use prohibition as a weapon against the populace. This isn’t conspiracy theory—it’s documented history.

Take Nixon’s war on drugs. His domestic policy chief, John Ehrlichman, later admitted: “We knew we couldn’t make it illegal to be either against the war or black, but by getting the public to associate the hippies with marijuana and blacks with heroin, and then criminalizing both heavily, we could disrupt those communities.” Nixon essentially placed cannabis on the Controlled Substances Act because he needed an excuse to shut down anti-war protests and target Black communities.

Since hippies and anti-war protesters were smoking “freedom grass,” making it illegal would circumvent their freedom of speech and freedom of assembly, and more importantly—turn free citizens into state property. It’s a win-win if you’re an authoritarian looking to silence dissent.

Then there’s the whole “boogeyman” complex that prohibition creates. We’re told “drug dealers” are roaming the streets preying on innocents, giving them “marihuanas” so they can do vile things. What the government conveniently leaves out is how the banks these “dealers” use to launder their money remain untouched. They don’t mention the shadier dealings of law enforcement either—like running guns into Mexico (eventually leading to the death of one of their own), or spraying poison on crops, killing and hospitalizing people because, you know…”Drugs are bad!”

Authoritarians cannot let go of the value that keeping the most widely used illicit substance in the world illegal provides them. This explains why the US hasn’t federally legalized cannabis despite nearly 80% of Americans supporting some form of legalization. It’s not because they don’t have enough research or that they’re genuinely concerned about public health—it’s because prohibition gives them all the privileges of violating constitutional rights while siphoning money into their coffers.

Drug prohibition creates a perpetual enemy that can never be defeated, allowing endless justification for surveillance, militarized police, asset forfeiture, and expansion of state power. What authoritarian could resist such a convenient tool?

Cannabis is a plant. You can’t make nature illegal—it’s counter to the human experience. When governments attempt to criminalize a naturally occurring organism that humans have cultivated and used for thousands of years, they reveal the absurdity of their position and the limits of their authority.

While the United States isn’t a full-on authoritarian state (yet), the truth is that many authoritarian elements have played out over the years. You only need to look as far as the war on drugs to see how the state utilizes prohibition as a weapon to their advantage. From no-knock raids to civil asset forfeiture to mass incarceration, drug laws have erected a parallel legal system where constitutional protections often don’t apply.

The fundamental truth is that cannabis is not only versatile and medicinal, it gives you back your autonomy in multiple ways. It helps you think for yourself. It allows you to grow your own medicine. It connects you with a plant that humans have used ceremonially, medicinally, and industrially throughout our history. And this autonomy is something authoritarians cannot stand—free individuals who know how to think beyond the narratives they’re fed.

Cannabis doesn’t just get you high—it offers a perspective from which the absurdities of prohibition become glaringly obvious. Perhaps this is why, as state after state legalizes, we’re witnessing the slow but steady unraveling of one of the most enduring authoritarian policies in American history.

So if you count yourself among those who value freedom of thought and bodily autonomy, who believe that nature doesn’t require government permission, and who understand that true liberty includes the right to explore your own consciousness—well, maybe it’s time to toke one up for freedom!

 

LEGALIZING CANNABIS IS NOT ENOUGH, READ ON..

LEAGLIZATION OF CANNABIS

WHY LEGALIZING CANNABIS IS JUST THE BEGINNING…



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Stop Using Bat Poop to Fertilize Your Weed Plants Immediately, Here is Why…

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Don’t Fertilize Your Weed with Bat Poop

 

Fertilization is a critical step for growing healthy marijuana plants.

They help provide essential nutrients for marijuana in various stages of growth, while promoting plant growth. There are dozens of different fertilizers to choose from in the market; growers can choose based on budget, nutrients needed, location, season, and much more. But not all fertilizers are made equally – of course, some are of better quality than others.

That said, there are some rather unusual fertilizers that can be used on plants. These may include, but are not limited to: coffee, milk, grass clippings, banana peels, fish tank water, potato water, and even urine! Yes, it does sound strange, but to gardening enthusiasts, there is nutritional value to be found in each of these things, which can make them suitable fertilizers depending on the circumstances.

For example, grass clippings make excellent mulch and can provide potassium, nitrogen, and phosphorus. Urine is a potent source of nitrogen as well as phosphorus. Banana peels are rich in calcium, which is excellent for promoting root growth while helping supply oxygen to the soil.

But what about bat poop? Also known as guano, bat poop has been said to work as a plant fertilizer because it’s rich in nitrogen, potassium, phosphorus, and other nutrients. Unfortunately, using bat poop as a plant fertilizer can also be dangerous. So if you don’t really know what you are doing, bat poop as a fertilizer can be extremely risky.

Bat Poop Fertilizer Kills 2 NY Men

On December 2024, news of two men hailing from Rochester, New York, dying went viral.

The cause of death was dangerous fungus, in the bat poop that they were using to fertilize their marijuana plants. Both men grew their own marijuana plants for medical consumption, but unfortunately developed histoplasmosis after breathing toxic fungal spores from the guano.

One of the men was aged 59 years old; he bought bat poop online to use as fertilizer for his plants. Meanwhile, the other was a 64-year-old male who found guano in his attic, then decided to use it to fertilize his cannabis plants. They both developed similar symptoms, including chronic coughs, fever, severe weight loss, and respiratory failure. The case was also discussed in the Open Forum Infectious Diseases medical journal.

Is there a safe way to use bat poop as fertilizer? If you ask me, I truly can’t understand why one would use guano as fertilizer when there are so many other proven safe alternatives out there that are simply not as risky. According to the University of Washington, one must always wear a dust mask each time you open a bag containing soil amendments. That’s because a mask will greatly decrease the chances of breathing in fungal spores, which could be potentially dangerous. They also go on to explain that yes, guano is indeed used as fertilizer for its valuable nitrogen content but it still isn’t without its own risks, particularly of developing Histoplasma – the same condition that killed the two men.

Make Your Own Safe Fertilizers At Home

There are many other safe, affordable – and even free – fertilizers you can feed your marijuana plants with. It doesn’t have to cost a fortune nor does it have to be risky to your health.

Check out these easy, low-cost, DIY fertilizers for weed:

 

  • Coffee grounds are abundant in nitrogen, which makes it perfect for the vegetative stage of marijuana plants. They are also a fantastic source of organic materials and green waste, which contain other vital nutrients. When the coffee grounds decompose, they create soil aggregates that improve soil aeration and its water retention capabilities.

 

Mix around 2 grams of coffee ground for every liter of soil. Measuring its pH levels is also helpful, since you want it to be between 6 to 6.5

 

  • Crushed eggshells are a great way to ensure no eggshells go to waste. It’s rich in calcium plus other minerals that are effective in improving overall plant structure, health, and growth. In fact, so many gardeners and farmers commonly use crushed eggshells to help boost plant growth – and it will work just as well for marijuana plants.

 

They’re really easy to use, too! Just mix eggshells into the soil, or steep them into water then pour into the soil for a calcium-packed feed.

 

  • Banana tea or water is rich in potassium and magnesium, making it perfect as a feed during the marijuana plant’s flowering stage. You can use banana peels differently: with 3 to 5 banana peels, soak it in water for 2 days. Then you can use the water on your plants, and even leave the banana peels as compost for your garden.

 

  • Wood ash from your fireplace or other sources is a great source of phosphorus and potassium. Simply sprinkle some wood ash over marijuana during the final flower phase. Just use 1 or 2 grams of ash for every liter of substrate. Be careful not to use too much wood ash, or it can make the soil too alkaline.

 

  • Animal manure, such as those from cows, rabbits, or horses, make excellent organic fertilizers. Just be sure that they’re composed properly so that you avoid introducing weed seeds, or pathogens.

 

These low-cost fertilizers are also natural and effective. There’s no reason for you to turn to bat poop as fertilizer, even if you’re in a bind.


Conclusion

Guano or bat poop is a poor choice of fertilizer if you don’t know what you are doing. It’s risky and potentially dangerous – just not worth it. Instead, fertilize your marijuana plants with these options mentioned.

 

BEST POOP FOR CANNABIS PLANTS, KEEP READING…

BEST POOP FOR CANNABIS PLANTS

WHAT IS THE BEST POOP FOR USING ON CANNABIS PLANTS?



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