GREENESTONE HEALTHCARE CORPORATION (OTCMKTS:GRST) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive
Agreement.

The Restructuring Transactions

On February 14, 2017, GreeneStone Healthcare Corporation, a
Colorado corporation (GreeneStone or the Company) completed a
series of transactions (referred to collectively as the
Restructuring Transactions), including a share purchase agreement
(the SPA) whereby GreeneStone acquired the stock of the company
holding the Muskoka healthcare clinic real estate, an asset
purchase agreement (the APA) and lease (the Lease) whereby the
Company sold all of the Muskoka clinic business assets and leased
the clinic building to the buyer, and a real estate purchase
agreement and asset purchase agreement whereby GreeneStone
purchased the real estate and business assets of a healthcare
clinic in Florida (the Florida Purchase).

The Stock Purchase Agreement

Under the SPA, the Company acquired 100% of the stock of
Cranberry Cove Holdings Ltd. (CCH) from Leon Developments Ltd.
(Leon Developments), a company wholly owned by Shawn E. Leon, who
is the President, CE, and CFO of GreeneStone (Mr. Leon). CCH owns
the real estate on which the Companys rehabilitation clinic (the
Canadian Rehab Clinic) in Muskoka, Ontario is located. The total
consideration paid by GreeneStone was CDN$3,300,000 (an appraised
value of CDN$10,000,000 less the outstanding mortgage loan),
which was funded by the assignment to Leon Developments of
certain indebtedness owing to GreeneStone in the amount of
CDN$659,918, and the issuance of 60,000,000 shares of the
Companys common stock to Leon Developments, valued at
approximately US$0.033 per share (the Shares).

The Asset Purchase Agreement and Lease

Under the APA, the assets of the Canadian Rehab Clinic were sold
by GreeneStone, through its subsidiary, GreeneStone Clinic
Muskoka Inc. (the Rehab Clinic Subsidiary), to Canadian Addiction
Residential Treatment LP (the Purchaser), for a total
consideration of CDN$10,000,000, plus an additional performance
payment of up to CDN$3,000,000 performance payment to be received
in 2019 if certain clinic performance metrics are met. The
Purchaser completed the sale with cash proceeds to the Company of
CDN$10,000,000, of which CDN$1,500,000.00 will remain in escrow
for up to two years to cover indemnities given by the Company.
Aside from using the proceeds of the Muskoka clinic asset sale to
pay down significant tax debts and operational costs of the
Company, the Company also used the proceeds to fund the Florida
Purchase.

Through the APA, substantially all of the assets of the Rehab
Clinic Subsidiary were sold, leaving GreeneStone with only the
underlying clinic real estate, which GreeneStone through its
newly acquired subsidiary CCH concurrently leased to the
Purchaser. The Lease is a triple net lease and provides for a
five (5) year primary term with three (3) five year renewal
options, annual base rent for the first year at CDN$420,000 with
annual increases, an option to tenant to purchase the leased
premises and certain first refusal rights, all as set forth in
the Lease filed herewith as Exhibit 10.3.

The Florida Purchase

Immediately after closing on the sale of its Muskoka clinic
business, GreeneStone closed on the acquisition of the business
and real estate assets of Seastone addiction treatment center in
Delray Beach, Florida to certain real estate and asset purchase
agreements described in and filed as exhibits to the May 17, 2016
Form 8K of the Company. This business will be operated through a
newly formed Florida limited liability company named Seastone
Delray Healthcare LLC. The purchase price for the Seastone assets
was US$6,150,000 financed with a purchase money mortgage of
US$3,000,000, a US$250,000 convertible promissory note from one
of the sellers of the assets (the Note), and US$2,900,000 cash.

The Note issued is in the principal amount of USD$250,000.00,
bears a 0% interest rate and matures twenty-four (24) months from
the date of issuance, on February 13, 2019, and gives the holder
the right from time to time and at any time, to convert all or
any part of the outstanding and unpaid principal amount of the
Note into fully paid and non-assessable shares of the Companys
common stock, subject to various other terms and conditions
specified in the Note which is filed herewith as Exhibit 10.4.

The foregoing description of the Restructuring Transactions does
not purport to be complete and is qualified in its entirety by
reference to the underlying agreements of the Restructuring
Transactions, including the SPA, APA, Lease and Note, copies of
which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4
respectively, and which are incorporated herein by reference. In
addition, a copy of the Companys press release announcing the
Restructuring Transactions is filed with this report as Exhibit
99.1, and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of
Assets

To the extent required by Item 2.01 of Form 8-K, the information
contained in Item 1.01 of this report regarding the Restructuring
Transactions is incorporated herein by reference.

Item 2.03Creation of a Direct Financial
Obligation.

The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02Unregistered Sales of Equity
Securities.

The applicable information set forth in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference in this Item
3.02.

The issuance of the Shares and the Note were done in connection
with certain of the Restructuring Transactions and were not
conducted in connection with a public offering, and no public
solicitation or advertisement was made in connection with the
issuances.

The Shares and the Note were offered and issued without
registration under the Securities Act of 1933, as amended (the
Securities Act), in reliance on the exemptions provided by
Section 4(a)(2) of the Securities Act, as provided in Rule 506 of
Regulation D promulgated thereunder, and in reliance on similar
exemptions under applicable state laws. In acquiring the Note,
the investor made representations to the Company that it met the
accredited investor definition of Rule 501 of the Securities Act,
and the Company relied on such representations. The Shares and
the Note, and the shares of common stock issuable upon exercise
of the conversion features of the Note, have not been registered
under the Securities Act, or any other applicable securities
laws, and unless so registered may not be offered or sold in the
United States, except to an exemption from the registration
requirements of the Securities Act.

This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall such
securities be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.

Item9.01 Financial Statements and Exhibits

(a)Financial Statements of Business Acquired

The Company will file the financial statements required by Item
9.01(a) of Form 8-K by an amendment to this Form 8-K no later
than 71 days from the date this Form 8-K is required to be filed.

(b)Pro Forma Financial Information

The Company will file the pro forma financial information
required by Item 9.01(b) of Form 8-K by an amendment to this Form
8-K no later than 71 days from the date this Form 8-K is required
to be filed.

(d)Exhibits. The following exhibit is furnished
with this report:

About GREENESTONE HEALTHCARE CORPORATION (OTCMKTS:GRST)

GreeneStone Healthcare Corporation is engaged in the provision of addiction treatment services. The Company’s subsidiary, Greenestone Clinic Muskoka Inc., provides medical services to various patients in a clinic located in the regional municipality of Muskoka. The Company provides out-patient counselling, coaching, intervention, psychological assessments and other related services. It also provides in-patient addiction treatments. The Company’s addiction treatment business operates as a private pay service. The Company focuses on the growth of its addiction and aftercare treatment units.

GREENESTONE HEALTHCARE CORPORATION (OTCMKTS:GRST) Recent Trading Information

GREENESTONE HEALTHCARE CORPORATION (OTCMKTS:GRST) closed its last trading session up +0.0100 at 0.0600 with shares trading hands.