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.