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17. Subsequent events
9 Months Ended
Sep. 30, 2014
Subsequent Events [Abstract]  
17. Subsequent events

17. Subsequent events

 

On July 11, 2014 Greenestone Healthcare Corporation entered into a non-binding Exclusive Letter of Intent with Gordon Hay, Venture Academy Inc. and Venture Academy Ontario, Inc. The transaction is for the purchase of the assets and business known as Venture Academy in Ontario and British Columbia. The transaction has not been consummated to date.

 

As provided in the LOI, the Registrant believes that the enterprise value of the Asset to be $3,700,000.000 CAD (three million seven hundred thousand Canadian dollars), which today’s rate of 1 CAD to 0.93 USD is $ 3,439,428.98 USD (three million four hundred thirty-nine thousand four hundred twenty-eight dollars and ninety-eight cents in USD), on a cash basis, debt free. The Purchase Price shall be subject to an adjustment based on the amount by which the Net Working Capital is less than zero.

 

As per the terms of the LOI the Purchase Price may be paid by the way of $3,000,000.00 CAD (three million Canadian dollars), which is $2,788,726.20 USD (two million seven hundred eighty-eight thousand seven hundred twenty-six dollars and twenty cents in USD) in cash and $700,000.00 CAD (seven-hundred thousand Canadian dollars), which is $ 650,702.78 USD (six hundred fifty thousand seven hundred and two dollars in USD) by way of a two year secured convertible note to be bearing interest at 4% and secured against the Menesing Ontario property. The Note shall be convertible into shares of the Registrant at a price to be determined and defined in the definitive agreements to be completed.

 

On October 6, 2014, GreeneStone Healthcare Corporation, a Colorado corporation (the “Registrant”), entered into an Share Purchase Agreement, dated as of October 6, 2014, with Jaintheelal Parekh Medicine Professional Corporation (“Jaintheelal”) for the sale of all of the outstanding shares of the Registrant’s Endoscopy subsidiary, 1816191 Ontario Ltd. (“1816”), for the sum of C$1,250,000.00. The sale is expected to close on October 15, 2014.

 

Jaintheelal is owned by Dr. Jay Parekh, the Registrant’s Medical director in charge of Endoscopy. The sale price of C$1,250,000.00 includes the assumption by Jaintheelal of debt in the same amount as the sale price, which debt is owed by 1816 to the Registrant. At closing, Jaintheelal will be permitted to offset the assumed debt by up to $650,000 through the cancellation of three million shares of the Registrant’s common stock (valued at approximately C$250,000) and the cancellation of related party debt owed by 1816 to Jaintheelal and/or Jay Parekh (valued at approximately C$400,000). The remainder of the assumed debt will be repaid by 1816 to the Registrant pursuant to a six-month, interest-bearing note.

 

On October 14, 2014, GreeneStone Healthcare Corporation, a Colorado corporation (the “Registrant”), entered into a Letter Agreement with Source Capital Group, Inc. (“SCG”) under which SCG has an exclusive engagement as the Registrant’s financial adviser to provide the Registrant with up to $40,000,000 in a structured term debt facility (“Financing”). The Registrant will use the Financing for acquisitions, refinancing its capital structure and general working capital.

 

Upon signing of a term sheet for any Financing, the Registrant will pay SCG a non-refundable retainer fee. The Registrant can apply the amount of the retainer against any cash fees payable to SCG at the closing for the Financing (which fees are briefly described below).

 

At the closing for any Financing, the Registrant will pay SCG a cash fee plus warrants to purchase a percentage of the number of shares or warrants issued to the lender or investor providing the Financing.

 

The term of the Letter Agreement is 90 days and will automatically renew for successive 30 day periods unless either the Registrant or SCG gives 30 days’ notice of termination.