NOVA NATURAL RESOURCES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[x]
Preliminary Proxy Statement
[  ]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[  ]
Definitive Proxy Statement
[  ]
Definitive Additional Materials
[  ]
Soliciting Material Pursuant to §240.14a-12
GREENESTONE HEALTHCARE CORPORATION
                      P. O. BOX 460748
                   GLENDALE, COLORADO 80246
                       720-524-1363

          
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x]
No fee required.
[  ]
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:
[  ]
Fee paid previously with preliminary materials.
[  ]
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid: __________________________________________________
(2)
Form, Schedule or Registration Statement No.: _________________________________
(3)
Filing Party: _____________________________________________________________
(4)
Date Filed: ______________________________________________________________
GREENESTONE HEALTHCARE CORPORATION
5734 Yonge Street, Suite 300
North York, Ontario, Canada M2M 4E7
Tel.: (416) 222-5501
NOTICE OF SPECIALANNUAL MEETING OF SHAREHOLDERS
                TO BE HELD DECEMBER 28, 2001

							November 15, 2001

STOCKHOLDERS
To the Shareholders of Nova Natural Resources Corporation:

be held on August 24, 2015
To Our Stockholders:
NOTICE IS HEREBY GIVEN that a Specialthe Annual Meeting of ShareholdersStockholders (the “Meeting”) of Nova
Natural ResourcesGreenestone Healthcare Corporation (“we,” “us,” “our,” the “Company” or “GreeneStone”), a Colorado corporation, (the "Company"), will be held at 3160 Steeles Avenue East,our executive offices located at 5734 Yonge Street, Suite 222, Markham,300, North York, Ontario, Canada M2M 4E7, on the 28th day of December, 2001,Monday, August 24, 2015, at 10:0010 a.m., local time,Eastern Standard Time, for the following purposes:

     1.  To amend the Company's Articles
(1)
To ratify the selection of RBSM LLP as our independent registered public accounting firm for the year ending December 31, 2015;
(2)
To approve the acquisition of real estate property currently leased by the Company at the Company’s Muskoka addiction treatment center; and
(3)
To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
These items of Incorporation to increase
the number of shares of Common Stock, $.10 par value, the Company is
authorized to issue from 300,000,000 to 816,000,000 shares.

     2.  To effectuate a reverse split of the Company's Common Stock,
$.10 par value, by issuing 1 new share for each 102 common shares now
held, resulting in a reductionbusiness are more fully described in the numberProxy Statement accompanying this notice. Only holders of sharesrecord of Common
Stock, $.10 par value, the Company is authorized to issue from
816,000,000 to 8,000,000 shares.

     3.  To change the name of the Corporation from Nova Natural
Resources Corporation to Nova International Corporation.

     4.  To approve the Nova Natural Resources Corporation 2001
Non-qualifiedour common stock option plan.

     5.  To approve the actions of management since the December 15,
2000 shareholders' meeting, including the acquisition of Torita
Donghao LLC, and the issuance of up to 57,000,000 shares (558,824
shares on a post-split basis) of Common stock to consultants to
further Corporate objectives.

     6.  To transact such other business as may properly come before
the meeting or any adjournment thereof.

Owners of Common and Preferred Stock of the Company of record(the “Common Stock”) at the close of business on November 14, 2001,May 18, 2015 (the “Record Date”), will be entitled to notice of the Meeting or any adjournments or postponements thereof. Each share of Common Stock is entitled to one vote at the Meeting. The names of stockholders of record entitled to vote at the meeting.

Meeting will be available at the Meeting and for ten days before the Meeting for any purpose germane to the Meeting, at our principal executive offices at 5734 Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7, by contacting our Secretary.
Whether or not you plan to attend the meeting please date, signin person or not, it is important that you read the Proxy Statement and follow the instructions on your proxy card to vote by mail, the enclosed proxy in the envelope provided.  Thank you for your
cooperation.

                               By Order of the Board of Directors
                               Edward T. S. Chan
                               Chief Executive Officer and President

_______________________________________________________________________

               PLEASE SIGN AND MAIL THE ENCLOSED PROXY
                    IN THE ACCOMPANYING ENVELOPE
          NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES
_______________________________________________________________________

                                        November 15, 2001


Dear Shareholder:

You are cordially invited to attend a Special Meeting of Shareholders
of Nova Natural Resources Corporation on December 28, 2001, at 10:00
a.m., at 3160 Steeles Avenue East, Suite 222, Markham, Ontario,
Canada.  We look forward to greeting those shareholders who
are able to attend.

At the meeting, you are being asked to amend the Company's Articles
of Incorporation to increase the number of Shares of Common Stock,
$ .10 par value, the Company is authorized to issue from 300,000,000
to 816,000,000 shares, following which a reverse split of these
sharesor telephone. This will be effectuated on the basis of 1 new share of Common for
each 102 shares of Common now held.  You will also be asked to
approve a change in the Company's name to Nova International
Corporation, which is more reflective of the location of the
company's sales and manufacturing facilities and the international
nature of the Company's current lines of business.  The Company is no
longer in the natural resources business.

Management believes that reverse-splitting the Company's Common stock
is a necessary step toward achieving the goal of gaining a listing of
Company's Common shares on one of the major securities markets.  If
this proposal is approved, which is virtually assured, since
Management controls the majority of the Company's shares, those
shareholders who own, in aggregate, one hundred and two (102) or less
common shares on the record date, thus holding one (1) common share
or less after the proposed reverse split, will have such shares
or fractional shares canceled, and will be paid for those shares upon
written request. The written request must be accompanied by the
certificate(s) representing such shares, and must be received by the
Company no later than December 1, 2002.  Upon receipt of the written
request and the share certificate(s) the submitting shareholder will
be paid for the share or fractional shares on the basis of ten cents
$0.10) per share for each share held at the record date.  The Company
will have no obligation to honor any such requests received after
December 1, 2002.  All such shares and fractional shares will be
canceled immediately after the effective date of the reverse split.

Those shareholders holding 103 or more shares of the Company's Common
stock on the record date will hold more than 1 share after the
reverse split.  Any shareholder who would then own a fractional share
after aggregating all of the shares held by that shareholder, will
have that fractional share rounded up to one full share.

It is very importantensure that your shares are represented and voted atwill save us additional expenses of soliciting proxies.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON AUGUST 24, 2015
In accordance with rules approved by the meeting, whether orU.S. Securities and Exchange Commission, the rules allow companies to provide access to proxy materials in one of two ways. Because we have elected to utilize the “full set delivery” option, we are delivering our proxy materials to our stockholders under the “traditional” method, by providing paper copies. Our transfer agent does not you planhave capability to attend.  Accordingly, please
sign, datepost our proxy materials on a publicly accessible website.
Our Proxy Statement and return your proxy inare enclosed along with our Annual Report on Form 10-K for the enclosed envelope at your
earliest convenience.

Your interest and participation in the affairs of the Company are
greatly appreciated.  Thank you for your continued support.

                               Sincerely,
                               Edward T. S. Chan
                               Chief Executive Officer and President


              NOVA NATURAL RESOURCESyear ended December 31, 2014, which is being provided as our Annual Report to Stockholders.
By Order of the Board of Directors:
/s/ Shawn E. Leon
Shawn E. Leon
Chief Executive Officer, Director
North York, Ontario, Canada
July __, 2015
YOUR VOTE IS IMPORTANT. IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.
GREENESTONE HEALTHCARE CORPORATION
                      P. O. BOX 460748
                  GLENDALE, COLORADO 80246
                      _______________

                      
5734 Yonge Street, Suite 300
North York, Ontario, Canada M2M 4E7
Tel.: (416) 222-5501
PROXY STATEMENT
                      _______________

               SPECIAL MEETING OF SHAREHOLDERS
                      _______________

                To Be Held December 28, 2001
                      _______________

                     GENERAL INFORMATION

General
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Nova Natural Resources Corporation (the
"Company") of proxies for use at a Special Meeting of the Shareholders
of the Company to be voted at the Meeting to be held on December 28, 2001, at 10:00 a.m., LocalEastern Standard Time, on Monday, August 24,2015, at 3160 Steeles Avenue East,our executive offices located at 5734 Yonge Street, Suite 222, Markham,300, North York, Ontario, Canada.  ThisCanada M2M 4E7, and at any adjournments or postponements thereof.
A copy of our Annual Report on Form 10-K for the period ended December 31, 2014, is enclosed with these materials. Upon written request, we will provide each stockholder being solicited by this Proxy Statement with a copy, free of charge, of any of the documents referred to in this Proxy Statement. All such requests should be directed to Greenestone Healthcare Corporation, 5734 Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7; Attention: Secretary.
The Meeting has been called to consider and take action on the following proposals:
(1)
To ratify the selection of RBSM LLP as our independent registered public accounting firm for the year ending December 31, 2015;
(2)
To approve the acquisition of real estate property currently leased by the Company at the Company’s Muskoka addiction treatment center; and
(3)
To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
Our principal executive office is located at 5734 Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7, and our telephone number is (416) 222-5501. The approximate date on which this Proxy Statement and the accompanying formproxy card are first being sent or given to stockholders is July __, 2015.
Record Date and Shares Outstanding
Stockholders of Proxyrecord at the close of business on May 18, 2015 (the “Record Date”), are entitled to notice of the meeting. At the Record Date, 44,604,439 shares of our common stock (the “Common Stock”) were mailedoutstanding and entitled to vote at the Company's Shareholders on or about November 20, 2001.

If the accompanying Proxy form (Attachment No. 1) is signed, dated
and returned, the shares represented thereby will be voted in
accordance with the specifications therein.  If no choice is
specified, the shares will be voted FOR proposals 1 through 6.  Your
executed Proxy may be revokedMeeting.
Revocability of Proxies
You can revoke your proxy at any time before it is exercised by filing with the Secretarytimely delivery of the Company, P. O. Box 460748, Glendale,
Colorado, 80246a properly executed, later-dated proxy (including a telephone vote), by delivering a written noticerevocation of revocationyour proxy to our Secretary, or a duly executed
Proxy bearing a later date.by voting at the Meeting. The execution of the enclosed Proxymethod by which you vote by proxy will not affectin no way limit your right to vote in person shouldat the Meeting if you find it convenientdecide to attend the Special Meeting and desire to vote in person. ToIf your shares are held in the Company's knowledge, those Directorsname of a bank or brokerage firm, you must obtain a proxy, executed in your favor, from the Company who are
identified on the Proxy form, intendbank or broker, to vote for all of the proposals
described herein.

                        SOLICITATION OF PROXY

The expense of soliciting these Proxies will be borne by the Company.
It is contemplated that the Proxies will be solicited principally
through the use of the mails, but officers and regular employees of
the Company may solicit Proxies personally, by telephone or by
special letter.  Although there is no formal agreement to do so, the
Company may reimburse banks, brokerage houses and other custodians,
nominees and fiduciaries for their reasonable expenses of forwarding
Proxy materials to their principals.

     VOTING SECURITIES AND PRINCIPAL HOLDERS OF SUCH SECURITIES

On November 14, 2001, the record date for determination of the
Shareholders entitledable to vote at the Special MeetingMeeting.
Voting Rights
Only holders of Shareholders,
270,832,724 sharesrecord of the Company's Common Stock at the close of business on the Record Date are entitled to notice of and no shares ofvote at the Company's Convertible Preferred Stock, $1.00 par value, were
outstanding.Meeting. Each share of Common Stock is entitled to one vote and
one share of Convertible Preferred Stock is entitled to two votes on all matters to be voted upon at the Special Meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Common and
Preferred Stock inon the aggregate is necessary toRecord Date will constitute a quorum for the transaction of business at the Meeting.  Any votes withheldMeeting and at any postponement or adjournment thereof.
Broker Non-Votes
If you do not give instructions to your bank or broker within ten days of the Meeting, it may vote on matters that the New York Stock Exchange, or NYSE, determines to be “routine,” but will not be permitted to vote your shares with respect to “non-routine” items. Under the NYSE rules, the ratification of the appointment of our independent auditors (Proposal 1) is a routine matter, while the acquisition of real estate (Proposal 2) is a non-routine matter. When a bank or broker has not received instructions from voting (whether by
abstention,the beneficial owners or persons entitled to vote and the bank or broker cannot vote on a particular matter because it is not routine, then there is a “broker non-vote” on that matter. Broker non-votes or otherwise) will not be counted as votes “for” or “against” any proposal, but will be counted in determining whether there is a quorum for the Meeting. We strongly encourage you to submit your voting instructions and exercise your right to vote as a stockholder.
Questions and Answers
Q.           Why am I receiving these materials?
We have provided you these proxy materials because our Board of Directors is soliciting your proxy to vote at our 2015 Annual Meeting of Stockholders (the "Meeting"), which is to be held on Monday, August 24, 2015 at 10 a.m. (Eastern Standard Time), or at any adjournments or postponements thereof, for the purposes set forth in this Proxy Statement. You are invited to attend the Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Meeting to vote your shares.
If you have received a printed copy of these materials by mail, you may complete, sign and return the enclosed proxy card or follow the instructions below to submit your proxy over the telephone.
Q.           What am I voting on?
You are voting on the following matters:
1.
Ratification of the selection of RBSM LLP as our independent registered public accounting firm for the year ending December 31, 2015.
2.
Approval of the Company acquiring the real property that it currently leases at the Muskoka addiction treatment center.
3.
Such other business as may properly come before the Meeting or any adjournments or postponements thereof.
Q.           Who is entitled to vote?
Only stockholders of record of Common Stock at the close of business on the Record Date are entitled to vote shares held by such stockholders on that date at the Meeting. Each share of Common Stock is entitled to one vote at the Meeting.
Q.            How do I vote?
Vote by Mail: Stockholders of record (that is, if you hold your stock in your own name) may sign and date the proxy card you receive and return it in the enclosed stamped, self-addressed envelope.
Vote by Telephone: If you are a stockholder of record, you may vote by telephone by following the instructions on your proxy card. The telephone number is toll-free, so voting by telephone is at no cost to you. If you vote by telephone, you do not need to return your proxy card. The number is (800) 785-PSTC.
Vote in Person: Sign and date the proxy you receive and return it in person at the Meeting.
If your shares are held in the name of a bank, broker or other holder of record (i.e., in "street name"), you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Telephone voting will be offered to stockholders owning shares through most banks and brokers.
If you vote by telephone, you do not have to mail in your proxy card. If you wish to attend the Meeting in person, however, you will need to bring the proxy card with you. Telephone voting is available 24 hours a day. Votes submitted by telephone must be received by 11:59 p.m. (Eastern Standard Time) on August 24, 2015.
Q.           Can I access the proxy materials and annual report electronically?
This Proxy Statement, the proxy card, and our Annual Report on Form 10-K for the period ended December 31, 2014, are not available on the website. Our transfer agent will have the ability in the future for you to access our proxy materials electronically.
Q.           Can I change my vote or revoke my proxy?
Yes. You may change your vote or revoke your proxy at any time before the proxy is exercised. If you submitted your proxy by mail, you must (a) file with the Secretary a written notice of revocation or (b) timely deliver a valid, later-dated proxy. If you submitted your proxy by telephone, you may change your vote or revoke your proxy with a later telephone proxy. Attendance at the Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised or you vote by written ballot at the Meeting.
Q.           How are proxies voted?
All valid proxies received prior to the Meeting will be voted. All shares represented by a proxy will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder's instructions.
Q.           What is the process for admission to the Meeting?
If you are a record owner of your shares, you must show government issued identification. Your name will be verified against the stockholder list. If you hold your shares through a bank, broker or trustee, you must also bring a copy of your latest bank or broker statement showing your ownership of your shares as of the Record Date.
Q.           What constitutes a quorum?
The presence at the Meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock outstanding on the Record Date will constitute a quorum. On the Record Date, there were 44,604,439 outstanding shares of Common Stock entitled to vote at the Meeting. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting. If a quorum is not present, the Meeting will be adjourned until a quorum is obtained. 
Q.           What vote is required to approve each item?
The affirmative vote of a plurality of the votes cast at the meeting by stockholders entitled to vote thereon is required for the election of directors; only votes “FOR” or “WITHHELD” will affect the outcome. For the proposal to ratify the selection of RBSM LLP, and any proposal to adjourn the Meeting, the affirmative vote of a majority of the votes cast by stockholders entitled to vote thereon and who are present in person or represented by proxy at the Meeting will be required.
Q.           How do I vote if I hold my shares in "street name"?
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a voting card and voting instructions with these proxy materials from that organization rather than from the Company. Your bank or broker may permit you to vote your shares electronically by telephone or on the Internet. A large number of banks and brokerage firms participate in programs that offer telephone and Internet voting options. If your shares are held in an account at a bank or brokerage firm that participates in such a program, you may vote those shares electronically by telephone or on the Internet by following the instructions set forth on the voting form provided to you by your bank or brokerage firm.
These Internet and telephone voting procedures are designed to authenticate stockholders' identities, allow stockholders to vote their shares and confirm that stockholders' votes have been recorded properly. Stockholders voting via either telephone or the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must be borne by the stockholder using such services. Also, please be aware that the Company is not involved in the operation of these voting procedures and cannot take responsibility for any access, Internet or telephone service interruptions that may occur or any inaccuracies, erroneous or incomplete information that may appear.
Q.           What happens if I do not instruct my broker how to vote on the proxy?
If you do not instruct your broker how to vote, your broker will vote your shares for you at his or her discretion on routine matters such as the ratification of auditors.
Q.           May I attend the annual meeting if I hold my shares in "street name"?
As the beneficial owner of shares, you are invited to attend the Meeting. If you are not a record holder, however, you may not vote your shares in person at the Meeting unless you obtain a proxy, executed in your favor, from the record holder of your shares.
Q.           What are the recommendations of the Board of Directors?
The Board of Directors unanimously recommends that the stockholders vote:
●
FOR ratification of the selection of RBSM LLP as our independent registered public accounting firm for the year ending December 31, 2015;
●
FOR approval of the acquisition of the real estate property that the Company currently leases at its Muskoka addiction treatment center.
With respect to any other matter that properly comes before the Meeting, the proxies will vote as recommended by the Board of Directors or, if no legalrecommendation is given, in their own discretion.
PROPOSAL 1
RATIFICATION OF THE SELECTION OF RBSM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015.
The Company does not currently have an audit committee. The Board pre-approves all services provided by our independent auditors and otherwise performs the functions of an audit committee. The Company does not believe that not having an audit committee will have any adverse effect on the vote.

Company’s financial statements or current operations. The Company’s management will assess whether an audit committee may be necessary in the future. The Board has selected the independent registered public accounting firm of RBSM LLP for the purpose of auditing and reporting upon the financial statements of the Company for the year ending December 31, 2015. Neither the firm, nor any of its members has any direct or indirect financial interest in the Company. RBSM LLP has been employed by us to audit our financial statements since June, 2014.
While the Board is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, our Board is requesting, as a matter of policy, that the stockholders ratify the appointment of RBSM LLP as our independent registered public accounting firm. If the stockholders do not ratify the selection, the Board may investigate the reasons for stockholder rejection and may consider whether to retain RBSM LLP or to appoint another independent registered public accounting firm. Furthermore, even if the appointment is ratified, the Board in their discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders. A formal statement by representatives of RBSM LLP is not planned for the Meeting. However, representatives of RBSM LLP are expected to be present at the Meeting and will be available to respond to appropriate questions by stockholders.
Audit Fees
The following table sets forth fees billed to us by RBSM LLP, our independent registered public accounting firm during the only personsyear ended December 31, 2014 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements; (ii) services by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees; (iii) services rendered in connection with tax compliance, tax advice and tax planning; and (iv) all other fees for services rendered, including review of registration statements that the Company filed with the SEC and similar matters.
 
 
Fiscal 2014
Audit Fees
 
$
82,531
 
Audit Related Fees
 
 
—  
 
Tax Fees
 
 
—  
 
All Other Fees
 
 
—  
 
Total Fees
 
$
82,531
 
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
All fees reported in the table above under the headings Audit fees and expenses, Audit-related fees and expenses, Tax fees and All other fees were approved by the entire Board functioning as the audit committee, before the respective services were rendered, which concluded that the provision of such services was compatible with the maintenance of the independence of the firm providing those services in the conduct of its auditing functions. 
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF RBSM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015.
PROPOSAL 2
APPROVAL OF THE ACQUISITION OF THE COMPANY’S MUSKOKA TREATMENT CENTER PROPERTY.
The Company currently leases the property at its Muskoka Treatment Center and intends to acquire this real estate property. The property encompasses approximately 50,000 square feet of buildings on 43 acres and is adjacent to Lake Muskoka in Ontario. The property has 11 separate buildings, including five detox suites, 29 residential suites, staff cottages with 13 individual bedrooms, a self-contained fitness center, kitchen and dining facilities, and several meeting and therapy rooms. Additional facilities include an indoor and outdoor pool, a tennis court, a volleyball court, a running track and nature trails.
The purchase price for the property is CAD$7,500,000.00 and is being funded by a Vendor Take-Back mortgage of CAD $5,500,000.00 at 8.0% and the issuance of two million shares of Series A Preferred Stock (the “Preferred Stock”) which is convertible into 50,000,000 shares of common stock. The Company expects this deal to close in the third quarter of this year.
The Company will seek to replace the Vendor Take-Back mortgage as soon as possible with a lower-rate commercial mortgage and potentially increase the amount of the mortgage in order to provide extra cash for the Company. Any increase in the $5,500,000.00 collateral against the property will be subject to approval from the Company’s preferred stockholders anytime while shares of the preferred stock are outstanding. Cranberry Cove Holdings Ltd. (“CCH”) is the owner of the property and it, and some of its lenders will be the recipient of the Preferred Stock. CCH is owned by the Company’s current CEO. The purchase price is supported by a bonafide appraisal.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ACQUISITION OF THE MUSKOKA TREATMENT ADDICTION CENTER.
EXECUTIVE OFFICERS
The names, ages, principal occupations during the past five years, and certain other information with respect to our executive officers are shown below as of the Record Date. To the extent that any named executive officer is also serving as a member of the Board, then such named executive officer’s biography is set forth under “Information Regarding Board of Directors” above.
Our executive officers are appointed by the Board.
Name
Age
Principal Occupation
Shawn E. Leon
56
Chief Executive Officer, President of the Company and Director
William L. Sklar
67
Chief Financial Officer
Shawn E. Leon. Shawn E. Leon has been an officer and director of the Company since November 2010 and served as the President of the Company’s subsidiaries at all times. In April 2011, Mr. Leon was appointed as the Company’s Chief Executive Officer. Prior to joining the Company, Mr. Leon held the role of President of Greenestone Clinic Inc., Leon Developments Ltd, Port Carling Inn Developments Ltd., 1871 at the Locks Developments Ltd. and JLeon Developments Ltd. since 2008, 2008, 2008, 2008 and 2006, respectively. Mr. Leon graduated with Honors in Business Administration, Wilfrid Laurier University in 1982. Mr. Leon was elected to the Board because of his prior management experience.
William L. Sklar.Mr. Sklar has 25 years of experience as an advisor and consultant in the corporate and financial markets. From 1988 until the present, Mr. Sklar served as Director and President of Willmar Management Corporation, where he provided management, financial and administrative counsel to private and public companies within the United States, Canada and the United Kingdom. Since 2008, he has serviced as Chief Financial Officer and Director for various U.S. public companies, including TrinityCare Senior Living, which operates retirement homes, Arrayit, Inc., a biomedical company, Pathogenics, a drug research company, and PaperFree Medical Solutions, Inc., an electronic medical records company. He served as a director and Vice Chairman of the Metro Toronto Housing Authority, a Provincial Federal board overseeing 32,000 income rental units in Toronto, from 1983 to 1989.
STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of the Record Date (the “Table Date”), regarding beneficial ownership of the Common Stock to the extent known to us, by (i) each person who is a director or a nominee for director; (ii) each named executive officer in the Summary Compensation Table; (iii) all directors and named executive officers as a group; and (iv) each person who is known by us to be the beneficial owner of 5% or more of the outstanding Common Stock. Except as otherwise noted, each person has sole voting and investment power as to his or her shares. The share numbers and percentages in the table below are based on 44,604,439 shares of Common Stock outstanding.
Directors
 
Shares Beneficially Owned (1)(2)
 
Percent (3)
Shawn E. Leon
 
 
6,714,120
(4)
 
 
14.2
 
Other Named Officers
 
 
 
 
 
 
 
 
William L. Sklar
 
 
480,000
(5)
 
 
1.0
 
Other Beneficial Owners
 
 
 
 
 
 
 
 
Irwin Zalcberg
 
 
9,899419
(6)
 
 
20.1
 
All directors and named officers as a group (4 persons)
 
 
7,694,120
(7)
 
 
16.1
 
*
Less than 1%.
(1)
This percentage is based on 44,604,439 shares of common stock outstanding as of May 18, 2015.
(2)
As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days of April 10, 2015.
(3)
Based on 44,604,439 shares of common stock outstanding as of May 18, 2015, and including those shares beneficially owned by the Company’s officers and directors, respectively, as described below.
(4)
This total includes 1,150,000 shares of common stock held by Eileen Greene, spouse of Shawn Leon, 1,150,000 warrants to purchase common stock also held by Eileen Greene and 2,687,300 shares of common stock held by Greenestone Clinic, Inc., which is controlled by Mr. Leon.
(5)
Consists solely of shares of commons stock issuable upon the exercise of a stock option.
(6)
This total includes 7,746,139 shares of common stock held by Irwin L. Zalcberg Profit Sharing Plan, 2,000,000 shares of common stock issuable upon the exercise of warrants owned by Irwin L. Zalcberg Profit Sharing Plan and 1,000,000 shares of common stock issuable upon the exercise of warrants owned by Irwin Zalcberg.
(7)
Includes 1,150,000 shares of common stock issuable upon the exercise of a warrant and 480,000 shares of commons stock issuable upon the exercise of a stock option.
EXECUTIVE COMPENSATION
Summary Compensation Table
The Company’s Chief Executive Officer has received convertible notes for some of his compensation during the Company’s fiscal year ended December 31, 2013. There have been no annuity, pension or retirement benefits paid to our officers or directors during the past two fiscal years. We currently do not have an employment agreement with the Company’s Chief Executive Officer but we have an employment agreement with our Chief Financial Officer.
On November 1, 2014, the Company entered into an employment agreement with William L. Sklar, our Chief Financial Officer. Pursuant to this employment agreement, Mr. Sklar is entitled to a salary of Eighteen Thousand Canadian Dollars (CAD$18,000) per annum (approximately USD$16,000 per annum) and he received an option exercisable to purchase 480,000 shares of common stock of the Company at an exercise price of $0.12. The stock option will vest at the rate of 40,000 shares per month, contain a cashless exercise provision and will expire on October 31, 2019. Mr. Sklar is subject to a two year non-compete and non-solicitation clause under his employment agreement. Mr. Sklar’s employment agreement does not provide for any payments upon a change of control.
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.
Name and Principal
Position
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)
 
Option
Awards
($)(1)
 
Non-Equity
Incentive Plan
Compensation
($)
 
All Other
Compensation
($)
 
 
Total ($)
J. Shawn E. Leon
 
 
2014
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—
President and Chief Executive Officer
 
 
2013
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
William L. Sklar (2)
 
 
2014
 
 
$
3,879
 
 
 
 
 
 
 
—  
 
 
 
20,844
 
 
 
—  
 
 
 
—  
 
 
$
24,723
Chief Financial Officer
 
 
2013
 
 
 
—  
 
 
 
 
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
$
—
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ken Lorimer (3)
 
 
2014
 
 
$
56,892
 
 
 
 
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
$
56,892
former Chief Financial Officer (2)
 
 
2013
 
 
 
—  
 
 
 
 
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
$
—
(1)
This represents compensation taken in the form of convertible notes as commissions for raising financing for the Company.
(2)
William L. Sklar was appointed as the Company’s Chief Financial Officer of the Company on October 31, 2014.
(3)
Ken Lorimer resigned from his position as the Company’s Chief Financial Officer of the Company on October 31, 2014.
Outstanding Equity Awards at Fiscal Year-End
There were no equity awards issued to executive officers during the fiscal year ended December 31, 2014, except for an option for 480,000 grants to William L. Sklar under his employment agreement. The Company has the 2013 Stock Option Plan covering the issuance of stock options and Series B Preferred Stock (which is convertible into share of its common stock) of which there are 9,520,000 shares available for future grants.
Information regarding equity compensation plans is set forth in the table below:
Plan Category
 
Number of 
securities to be issued upon 
exercise of outstanding 
options, warrants
 and rights
(a)
 
Weighted
average
exercise price of
outstanding 
options,
warrants and 
rights
(b)
 
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a)
(c)
    Equity compensation plans approved by security holders
 
 
480,000
 
 
$
0.12
 
 
 
9,520,000
 
Equity compensation plans not approved by security holders
 
 
300,000
 
 
$
0.003333
 
 
 
-0-
 
TOTAL
 
 
-0-
 
 
 
-0-
 
 
 
9,520,000
 
Compensation of Directors
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named directors by us during the year ended December 31, 2014:
Director
Fees Earned or Paid in Cash
($)
Stock Awards
($)
Option Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation
($)
Total ($)
Shawn E. Leon
—
—
—
—
—
—
—
Dr. Luke Fazio
—
—
—
—
—
—
—
Michael Howlett
—
—
—
—
—
—
—
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Directors, named executive officers and beneficial owners of more than 10% of our Common Stock are required by Section 16(a) of the Securities Exchange Act of 1934 and related regulations to file ownership reports on Forms 3, 4 and 5 with the SEC and the principal exchange upon which such securities are traded or quoted and to furnish us with copies of the reports.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Certain Relationships and Related Transactions
To our knowledge, other than (i) compensation for services as executive officers and directors; (ii) the acquisition of Novemberthe Muskoka Treatment Center described above or (iii) as set forth below, there were no material transactions, or series of similar transactions, during the fiscal year ended December 14, 2001,2014, or any currently proposed transactions, or series of similar transactions, to which we were or were to be a party, in which the amount involved exceeds the lesser of (a) $120,000 or (b) one percent of the average of our total assets at the end of our last two completed fiscal years, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5% of the
Company's Common Stock, its onlyany class of issued and outstanding
voting securities.  Except as otherwise noted in the footnotes to the
table, each person named has sole voting and investment powers
relating to such shares.


 Name and Address		           Amount and Nature of
of Beneficial Owner	           Beneficial Ownership 	    Percent of Class

Preferred Stock

None issued and Outstanding.

Common Stock

Torita Electronic (Hong Kong) LTD         138,612,287			51.2%
Torita Electronic City
North MingZhu Road
Zhuhai, China 519070

Ma Jun					       21,324,287			  7.9%
Torita Electronic City
North MingZhu Road
Zhuhai, China 519070

Patrick Au, dba CPC Johnsen
Investment Management LLC  		       23,861,229			 8.8%
30 Rawlings Avenue
Richmond Hill, Ontario, Canada L4S 1B5

Frank Alexander				       22,000,000			 8.1%
539 Southshore Road
Palermo, New Jersey 08223

JTU Inc.					       18,126,222			 6.7%
311 North Knowles
Winter Park, Florida 32789


The following table shows, at November 5, 2001 the shares of the
Company's outstanding Common Stock, $ .10 per value, beneficially
owned or controlled by each of the officers and directors of the
Company and the shares beneficially owned by all of the officers and
directors as a group.  Except as otherwise noted in the footnotes to
the table, each person named has sole voting and investment powers
related to his shares.

      Name of		Amount and Nature of
Beneficial Owner		Beneficial Ownership			Percent of Class

Han Zhende		      138,612,287 (1)					51.2%
Director

Chris Tse 			 10,662,484 (2)					 3.9%
Director

Edward T. S. Chan 	  3,918,297 (3)					 1.4%
CEO, President and Treasurer and Director

Brian B. Spillane		  2,111,128 (4)					 0.8%
Secretary and Director

All Directors and Officers
as a group (4 persons)	   155,304,196				          57.3%


(1) Includes 138,612,287 shares held by Torita Electronic (Hong Kong)
Ltd. over which Mr. Han has voting control.  Does not include options
owned by Mr. Han under the Nova Natural Resources Corporation 2001
Non-qualified Stock Option Plan to purchase 2,330,600 shares
of the Company's $0.10 par value common stock at $0.11 per share.

(2) Includes 10,662,484 shares held by Trillion Wealth Ltd. which are
beneficially owned by the wife of Mr. Tse, however, Mr. Tse is the
Director of Trillion Wealth Ltd.   Does not include options owned by
Mr. Tse under the Nova Natural Resources Corporation 2001
Non-qualified Stock Option Plan to purchase 2,330,600 shares of the
Company's $0.10 par value common stock at $0.11 per share.

(3) Includes 2,330,700 shares held by Mr. Chan's wife.  Does not
include options owned by Mr. Chan under the Nova Natural Resources
Corporation 2001 Non-qualified Stock Option Plan to purchase 4,661,200
shares of the Company's $0.10 par value common stock at $0.11 per
share.

(4) Does not include options owned by Mr. Spillane under the Nova
Natural Resources Corporation 2001 Non-qualified Stock Option Plan to
purchase 2,330,600 shares of the Company's $0.10 par value common
stock at $0.11 per share. Does not include warrants granted to Mr.
Spillane by the Company in February 2001 to purchase 699,288 shares
of the Company's $0.10 par value common stock at $0.0086 per share.
The amount of these warrants will increase according to terms
specifying dilution protection during the term of the warrants, which
will expire if not exercised, in November 2002.  The present amount
of Mr. Spillane's warrants, due to the dilution provisions of the
warrant agreement, is 812,625 shares.  Does not include options owned
by Mr. Spillane to purchase 250,000 shares directly from Robert E.
McDonald, a former Director of the Company, at $0.10 per share, and
options owned by Mr. Spillane to purchase 250,000 shares directly
from Karen McDonald, the former spouse of Mr. McDonald, at $0.10 per
share.

The following table shows as of November 14, 2001, the shares of the
Company's Common Stock which would be held by Officers and Directors,
$ .10 par value, assuming full exercise of all options.

    Name of				Amount and Nature of
Beneficial Owner			Beneficial Ownership		Percent of Class

Han Zhende			      140,942,887 (1)                    52.0%
Chris Tse                      12,993,084 (2)                     4.8%
Edward T. S. Chan               8,579,497(3)                      3.2%
Brian B. Spillane               5,754,243(4)                      2.1%
All Directors and Officers
as a group (4 persons)	                                         62.1%

(1) See Note (1) of the preceding table.
(2) See Note (2) of the preceding table.
(3) See Note (3) of the preceding table.
(4) See Note (4) of the preceding table.


If full conversion of all outstanding options and warrants held by
the Company's Officers and Directors occurred, the Company would have
outstanding  281,644,989  shares of its Common Stock.

        AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION

Proposal

The Company's Board of Directors has recommended and proposes that
the Company's Articles of Incorporation be amended to increase the
number of shares of Common Stock, $0.10  par value, the Company is
authorized to issue from 300,000,000 shares, as currently
authorized, to 816,000,000 shares; to effect a reverse split of such
shares on the basis of 1 new share for each 102 shares currently
held; and to change the Company's name to Nova International
Corporation.  No other provision of the Company's Articles of
Incorporation will be changed upon approval by the Company's
shareholders of the proposed amendment.  Shareholders are also being
asked to approve the Nova Natural Resources Corporation 2001
Non-qualified stock option plan.

Background of the Proposed Amendments

	On February 27, 2001, the Company closed a transaction pursuant
to the terms of an Asset Purchase Agreement dated February 9, 2001
(the "Agreement") with TORITA DONGHAO LLC ("Torita Delaware"), a
Delaware Corporation, by which Torita Delaware acquired control of
the Company.

	Effective at Closing, all of Nova's officers and directors,
except Brian B. Spillane, resigned, as contemplated by the Agreement.
Edward T. S. Chan, CEO of Torita Delaware, thereupon was named
President, Treasurer and a Director of the Company.  Mr. Spillane
resigned as President, but remains a Director of the Company, and was
appointed its Secretary.  In September, 2001, Mr. Han Zhende and Mr.
Chris Tse were appointed Directors of the Company, bringing the
number of Board Members to four.

	Upon effectuation of the Agreement, Torita Electronic (Hong
Kong) Ltd. held 138,612,287 shares of the Registrant's $0.10 par
value common stock,  59.5% of the then-total common shares issued and
outstanding, and therefore became the controlling shareholder of the
Company.  Affiliates of Torita Delaware controlled an additional 32%
of the then-issued and outstanding shares.  The consideration used to
obtain such control was the acquisition by the Company of 100% of the
business and operating assets of Torita Delaware.

	The Company acquired 100% of the business and operating assets
of Torita Delaware in exchange for 213,249,672 of its $0.10 par value
common shares.  2,971,752 shares and a cash consideration were paid
at the Closing to Focus Tech Investments, Inc., which acted as a
finder in the transaction.  All shares issued at the Closing are
restricted.

	In determining the amount of the consideration, the Company's
Board of Directors considered the Company's limited financial
resources prior to the transaction, the Company's inability to
attract industry partners to fund and operate the Company's principal
assets, the general economic conditions of the industries in which
the Company operated, and  management's determination that the
Company could not operate profitably because of a lack of capital
from operations and other sources.

	Management concluded that the Company would be more valuable,
and the interests of its shareholders would be better served, by the
sale, reassignment, and abandonment of the Company's assets and
marketing of the Company as a "shell".  In this fashion, management
believed that it could obtain for the Company's shareholders a
minority interest in a company with more substantial assets,
operations and prospects.  In exchange, such a merger partner would
become a public company, obtain liquidity for its shares, and gain
more ready access to capital markets.  The Company's Directors
concluded that Torita Delaware met all of these criteria, based on
its assets, earnings, and growth prospects, particularly in the
geographical region in which it operates.  As part of its due
diligence activities, the then- President of the Company, accompanied
by the Company's largest shareholder and a second large shareholder
traveled to China, inspected the facilities and assets to be acquired,
and met the personnel responsible for Torita Delaware's operations.
The Company also relied on the Finder to advise the Company as to the
best terms obtainable for this type of transaction.

	All of Nova's outstanding convertible preferred stock was
converted into common stock at the Closing.  The previous Nova
shareholders hold 16,838,567 shares, the majority of which are
subject to a Stock Transfer Restriction Agreement with a 12-month
term which limits the number of shares which can be sold in any one
month.  No shares subject to this Agreement have been offered for
sale or sold.  The Company now has a total of 270,832,724 common
shares outstanding resultant from the issuance of shares to three
consultants, its President, and its Counsel.  The Company is
contingently liable to issue 20,000,000 additional shares to one of
such consultants based on performance, and subject to shareholder
approval of an increase in the Company's authorized shares.

	Torita Delaware manufactures, markets, and sells electronic
equipment, including computer hardware, computer monitors, television
sets, internet access devices for use with TV sets, digital video
devices (DVD's) and related equipment.  Torita Delaware's products
are marketed in southeast Asia.  Its production facilities occupy
128,000 square feet in Zhuhai City in the People's Republic of China
("PRC") and  include six manufacturing lines with an annual
production capacity of approximately 1 million PC's, 1 million DVD
devices and 200,000 TV sets.   Torita Delaware was formed by
spin-off of two divisions of the Torita Group of the PRC.

The business operations of the Company have continued to be those of
Torita Delaware prior to the Closing.  The Company does not operate
in any of the business areas in which it operated prior to Closing.
Accordingly, Management has proposed that the Company's name be
changed to Nova International Corporation to more clearly reflect the
current operations of the Company.


Common Stock

The Company currently is authorized to issue 300,000,000 shares of
Common Stock, $ .10 per value per share.  Holders of Common Stock are
entitled to cast one vote for each share held of record on all
matters submitted to a vote of shareholders and are not entitled to
cumulate votes for the election of directors.  Holders of Common
Stock do not have preemptive rights to subscribe for additional
shares of Common Stock issued by the Company.

Holders of Common Stock are entitled to receive dividends as may be
declared by the Company's Board of Directors out of funds legally
available for that purpose, subject to the rights of the holders of
the Company's Preferred Stock, none of which is currently outstanding.
Holders of Common Stock and Preferred Stock have equal rights to all
dividends declared and paid by the Company.  In the event of
liquidation, holders of Common Stock are entitled to share, pro rata,
in any distribution of the Company's assets remaining after payment
of liabilities, subject to the preferences and rights of the holders
of Preferred Stock. The Company has not paid and has no present plan
to pay dividends, however that plan will be reviewed at least on an
annual basis.

Preferred Stock

The Company is authorized to issue Three Million (3,000,000) shares
of its Class "A" Preferred Stock, $1.00 par value per share,
designated as "Series A Convertible Preferred Stock". and Two Million
(2,000,000) shares of its Class "B" Preferred Stock, $1.00 par value
per share, designated as "Series B Convertible Preferred Stock".  No
shares of preferred stock are currently outstanding.  The holders of
the Company's Preferred Stock have the full right and power to vote
with the shareholders of the Common Stock, or any member of the immediate family of any of the foregoing persons, has an interest.
On October 31, 2014, our chief financial officer, William L. Sklar received Incentive Stock Option plan for the option to purchase 480,000 shares of common stock at an exercise of $0.12 per share expiring on October 31, 2019. A Form 3 was filed on October 31, 2014, describing the transaction.
Review, Approval and Ratification of Transactions with Related Persons
We do not have an Audit Committee, but our Board of Directors are responsible for reviewing, approving or ratifying all transactions between us and any related person. Related persons can include any of our directors or executive officers, certain of our stockholders, and any of their immediate family members. In evaluating related person transactions, our directors will approve a related person transaction when, in its good faith judgment, the transaction is in the best interest of the Company.
GENERAL
Other Matters at the Annual Meeting
We know of no other matters to be submitted at the Meeting. If any other matter properly comes before the Meeting, including without limitation a proposal to adjourn the Meeting if we deem it necessary to solicit additional proxies, it is the intention of the persons named in the enclosed proxy to vote the shares they represent as the board of directors may recommend. By submitting your proxy, you grant discretionary authority with respect to such other matters.
Stockholder Proposals for the next Annual Meeting of Stockholders
To be considered for inclusion in next year’s proxy materials pursuant to Rule 14a-8 of the SEC, your proposal must be submitted in writing by April 4, 2016, to our Corporate Secretary at 5734 Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7. In addition, if we are not notified by such date of a proposal to be brought before the 2015 annual meeting by a stockholder, then proxies held by management may provide the discretion to vote against such proposal even through it is not discussed in the proxy statement for such meeting. If you wish to submit a proposal to be presented at next year’s annual meeting (that will not be included in next year’s proxy materials) or nominate a director, your proposal or nomination generally must be submitted in writing to the same address no later than April 4, 2016, but no earlier than March 4, 2016. You are also advised to review the Company’s Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.
Annual Report on Form 10-K
A copy of our Annual Report on Form 10-K for the period ended December 31, 2014, is enclosed with these materials. Upon written request, we will provide each stockholder being solicited by this Proxy Statement with a copy, free of charge, of any of the documents referred to in this Proxy Statement. All such requests should be directed to Greenestone Healthcare Corporation, 5734 Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7; Attention: Secretary. You are asked to advise us if you plan to attend the Meeting. For directions to the Meeting, please call (416) 222-5501.
Householding
The Securities and Exchange Commission has adopted rules that permit companies and intermediaries (for example, brokers, banks and nominees) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding”, potentially means extra convenience for stockholders and cost savings for companies and intermediaries. This year, some banks, brokers or other nominee record holders may be “householding” our proxy materials. This means that only one copy of our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household unless contrary instructions have been received by the shareholdersbroker, bank or nominee from you. If you would like to receive a separate proxy statement and annual report, we will promptly send you additional copies if you call or write our corporate Secretary at our offices located at 5734 Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7; telephone (416) 222-5501. If you are a beneficial owner, you can request additional copies of the Proxy Statement and annual report, or you can request a change in your householding status, by notifying your broker, bank or nominee.
Solicitation of Proxies
We will bear the cost of preparing, printing, assembling and mailing all proxy materials that may be sent to our stockholders in connection with this solicitation. Arrangements will also be made with brokerage houses, other custodians, nominees and fiduciaries, to forward soliciting material to the beneficial owners of Common Stock are entitledheld by such persons. We will reimburse such persons for reasonable out-of-pocket expenses incurred by them. In addition to vote.  Holdersthe solicitation of Preferred Stock are entitledproxies by use of the mails, officers and regular employees of ours may solicit proxies without additional compensation, by telephone or facsimile transmission. We do not expect to two (2) votes for each share of
Preferred Stock held and are not entitled to cumulate votespay any compensation for the electionsolicitation of directors.  Holdersproxies.
Sincerely,
/s/ Shawn E. Leon
Shawn E. Leon
President and Chief Executive Officer
July __________, 2015
GREENESTONE HEALTHCARE CORPORATION
Annual Meeting of Stockholders
August 24, 2015 – 10:00 AM
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Shawn Leon and William L. Sklar with full power of substitution and resubstitution, as proxies to represent and vote any and all shares of Common Stock of Greenestone Healthcare Corporation (the “Company”) which the undersigned would be entitled to vote if personally present at the Meeting of the Company, to be held on August 10, 2015, at 10:00 a.m. local time, at the offices of the Company located at 5734 Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7, and at any adjournments or postponements thereof, hereby revoking any prior proxies to vote said stock, upon the following items more fully described in the Notice of Annual Meeting and Proxy Statement for the Meeting dated as of August 10, 2015, a copy of which has been received by the undersigned.Proposals 1 and 2 are proposed by the Company, and if no direction is made this proxy will be voted “FOR” Proposal 1 and 2.The proxies are further authorized to vote, in their discretion, upon such other business as may properly come before the meeting or any adjournments or postponements thereof.
(Continued and to be signed on the reverse side)
GREENESTONE HEALTHCARE CORPORATION
5734 Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet when available. We hope to allow our shareholders the ability to vote electronically in the future.
VOTE BY PHONE – (800) 785-PSTC
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Pacific Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Pacific Stock Transfer Company.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
 
 
 
For
Against
Abstain
 
 
 
 
For
Against
Abstain
1.
To approve the selection of RBSM LLP as our independent registered public accounting firm for the year ending December 31, 2015.
 
[ ]
[ ]
[ ]
 
2.
To approve the acquisition of real estate property currently leased by the Company at the Company’s Muskoka addiction treatment center.
 
[ ]
[ ]
[ ]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3.
To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof
 
 
 
 
 
 The Board of Preferred Stock do not have
preemptive rights to subscribe for or to purchase any additional
shares of Preferred Stock or Common Stock.

Each share of Preferred Stock may be converted at any time into two
shares ofDirectors recommends a vote “FOR” the Company's Common Stock.  Shares of Preferred Stock are
not entitled to cumulative dividends, but are entitled to receive
dividends on the same basis as holders of shares of Common Stock.
In the event of dissolution, liquidation or winding up of the Company,
the holders of the Preferred Stock shall be entitled to receive par
value per share, together with all dividends thereon accrued or in
arrears, out of any assets of the Company remaining after the
Company's debts have been paid in full and before any payment is made
or assets set apart for payment to the holders of Common Stock.

The Articles of Incorporation provide protection to holders of
Preferred Stock against mergers or consolidations of the Company and
provide that, upon the issuance of stock dividends on Common Stock
or changes in the numbers of outstanding shares of Common Stock, the
formula for converting Preferred Stock into Common Stock shall be
changed.  The Company is required to reserve out of its authorized
but unissued shares of Common Stock, shares sufficient to assure the
complete conversion of all issued and outstanding shares of Preferred
Stock.

Transfer Agent

The transfer agent for the Common Stock is MCM Stock Transfer Company,
990 Logan Street, Suite 401, Denver, Colorado 80203.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

GREENESTONE HEALTHCARE CORPORATION