GREENHOUSE SOLUTIONS, INC. (OTCMKTS:GRSU) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

On November 18, 2016, Greenhouse Solutions, Inc. (the Company or
we) entered into a securities purchase agreement with SBI
Investments, LLC 2014-1 (Holder) for two 8% convertible
promissory notes of the Company, in the aggregate principal
amount of US$550,000.00 (together with any note(s) issued in
replacement thereof or as a dividend thereon or otherwise with
respect thereto in accordance with the terms thereof, the Notes),
convertible into shares of common stock, $0.001 par value per
share, of the Company (Common Stock), upon the terms and subject
to the limitations and conditions set forth in such Notes, as
well as warrants to purchase 300,000 shares of the Common Stock
(the Warrants), in the forms of Series A and Series B Warrants.
The securities purchase agreement is attached as Exhibit 10.1,
with the Series A and B Warrants attached as Exhibits 10.2 and
10.3, respectively.

Note No. 1

The first Note, bearing an interest rate of 8% per annum, was
entered into on November 18, 2016 for $275,000, attached hereto
as Exhibit 10.4, and matures on November 18, 2017. The Note was
funded and the Company received $245,000 on November 21, 2016. If
the Company exercises its right to prepay the Note, the Company
shall make payment to the Holder of an amount in cash equal to
the sum of the then outstanding principal amount of this Note and
interest multiplied by 130%. The Holder may continue to convert
the Note from the date notice of the prepayment is given until
the date of the prepayment. The conversion price in effect on any
conversion date shall be equal to 65% of the average of the three
lowest volume weighted average prices of the common stock for the
20 consecutive trading days ending on the trading day that is
immediately prior to the applicable conversion date.

Warrants

The Series A Warrant for 150,000 shares of common stock carries
an exercise price per share of $0.096, subject to adjustment. The
Series B Warrant for 150,000 shares of common stock carries an
exercise price per share of $0.107, subject to adjustment.

The foregoing description of the securities purchase agreement
and Notes issued by the Company is qualified in its entirety by
reference to the full text of the form Note and related
securities purchase agreement, which are included as exhibits to
this Current Report on Form 8-K and are incorporated by
reference.

Item 2.03 Creation of Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant

The disclosures under Item 1.01 of this Current Report on Form
8-K.

Item 7.01 Regulation FD Disclosure.

Press Release

The information in this Item 7.01 of this Current Report is
furnished to Item 7.01 and shall not be deemed filed for any
purpose, including for the purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that Section. The
information in this Current Report on Form 8-K shall not be
deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general
incorporation language in such filing.

On November 28, 2016, the Company issued a press release. A copy
of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Exhibits

The following exhibits are filed with this report on Form 8-K.

About GREENHOUSE SOLUTIONS, INC. (OTCMKTS:GRSU)

Greenhouse Solutions, Inc. is a development-stage company. The Company is a nutraceutical company, which is engaged in the development, marketing, production and sale of hemp oil enhanced products for both personal health use and canine use, in addition to probiotic-based nutraceuticals. It is working with a health supplement developer to produce water-soluble, probiotic infused Phytocannabinoid oils in an ingredient for nutraceutical product manufacturers. The Company is also engaged in the research and development of a probiotic hemp oil- infused cold-brew coffee beverage. The Company intends to produce and sell various products for the wellness marketplace that utilize hemp oil and phytocannabinoids. Together with Koios, LLC, the Company has developed a new addition to its beverage product line called Raspberry Wonder, an infusion of its blend of nootropics with hemp oil. Raspberry Wonder is marketed as a dietary supplement to enhance brain function, boost energy and burn fat.

GREENHOUSE SOLUTIONS, INC. (OTCMKTS:GRSU) Recent Trading Information

GREENHOUSE SOLUTIONS, INC. (OTCMKTS:GRSU) closed its last trading session down -0.0019 at 0.0681 with 324,200 shares trading hands.